Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 03, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'PLAYERS NETWORK | ' | ' |
Entity Central Index Key | '0001037131 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
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 | ' | ' | $1,540,306 |
Entity Common Stock, Shares Outstanding | ' | 151,220,145 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $4,696 | $2,076 |
Deferred television costs | 116,454 | 116,454 |
Prepaid expenses | 7,775 | 385 |
Total current assets | 128,925 | 118,915 |
Investments, cost method | 0 | 0 |
Fixed assets, net | 62,759 | 85,704 |
Debt issuance costs, net | 3,399 | 12,695 |
Total Assets | 195,083 | 217,314 |
Current liabilities: | ' | ' |
Accounts payable | 624,482 | 609,325 |
Accrued expenses | 182,351 | 225,439 |
Deferred revenues | 135,000 | 135,000 |
Deferred rent obligations | 5,574 | 0 |
Convertible debentures, net of discounts of $53,579 and $196,092 at December 31, 2013 and 2012, respectively | 82,421 | 19,408 |
Short term debt, currently in default | 35,000 | 35,000 |
Derivative liabilities | 648,298 | 356,608 |
Total current liabilities | 1,713,126 | 1,380,780 |
Total liabilities | 1,713,126 | 1,380,780 |
Stockholders' (Deficit): | ' | ' |
Common stock, $0.001 par value, 600,000,000 shares authorized; 138,011,812 and 69,488,757 shares issued and outstanding at December 31, 2013 and 2012, respectively | 138,012 | 69,489 |
Additional paid-in capital | 21,905,592 | 20,619,590 |
Accumulated (deficit) | -23,567,996 | -21,858,894 |
Total stockholders' (Deficit) | -1,518,043 | -1,163,466 |
Total liabilities and stockholders' (Deficit) | 195,083 | 217,314 |
Series A Preferred Stock | ' | ' |
Stockholders' (Deficit): | ' | ' |
Series A convertible preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding; Series B convertible preferred stock, $0.001 par value, 10,873,347 shares authorized; 4,349,339 shares issued and outstanding | 2,000 | 2,000 |
Series B Preferred Stock | ' | ' |
Stockholders' (Deficit): | ' | ' |
Series A convertible preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding; Series B convertible preferred stock, $0.001 par value, 10,873,347 shares authorized; 4,349,339 shares issued and outstanding | $4,349 | $4,349 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current liabilities: | ' | ' |
Convertible debentures, net of discounts | $53,579 | $196,092 |
Stockholders' (Deficit): | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares Issued | 138,011,812 | 69,488,757 |
Common Stock, Shares Outstanding | 138,011,812 | 69,488,757 |
Series A Preferred Stock | ' | ' |
Stockholders' (Deficit): | ' | ' |
Convertible Preferred stock Par Value | $0.00 | $0.00 |
Convertible Preferred stock Authorized | 2,000,000 | 2,000,000 |
Convertible Preferred stock Issued | 2,000,000 | 2,000,000 |
Convertible Preferred stock Outstanding | 2,000,000 | 2,000,000 |
Series B Preferred Stock | ' | ' |
Stockholders' (Deficit): | ' | ' |
Convertible Preferred stock Par Value | $0.00 | $0.00 |
Convertible Preferred stock Authorized | 10,873,347 | 10,873,347 |
Convertible Preferred stock Issued | 4,349,339 | 4,349,339 |
Convertible Preferred stock Outstanding | 4,349,339 | 4,349,339 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Condensed Statements Of Operations | ' | ' |
Revenue | $1,567 | $137,904 |
Expenses: | ' | ' |
Direct operating costs | 109,966 | 184,831 |
General and administrative | 320,750 | 420,994 |
Officer salaries | 212,831 | 343,531 |
Salaries and wages | 45,854 | 71,322 |
Bad debts (recoveries) | 0 | -240 |
Depreciation and amortization | 22,945 | 22,945 |
Total operating expenses | 712,346 | 1,043,383 |
Net operating loss | -710,779 | -905,479 |
Other income (expense): | ' | ' |
Other income | 0 | 13,020 |
Gain on sale of fixed assets | 0 | 5,250 |
Loss on debt conversions | -1,625 | 0 |
Interest income | 0 | 500 |
Interest expense | -415,810 | -75,671 |
Change in derivative liabilities | -580,888 | -164,586 |
Total other income (expense) | -998,323 | -221,487 |
Net loss | ($1,709,102) | ($1,126,966) |
Weighted average number of common shares outstanding - basic and fully diluted | 97,866,637 | 65,274,241 |
Net (loss) per share - basic and fully diluted | ($0.02) | ($0.02) |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2011 | $2,000 | $4,349 | $61,131 | $19,927,741 | ($20,731,928) | ($736,707) |
Balance, shares at Dec. 31, 2011 | 2,000,000 | 4,349,339 | 61,131,390 | ' | ' | ' |
Shares issued for cash | ' | ' | 250 | 24,750 | ' | 25,000 |
Shares issued for cash, shares | ' | ' | 250,000 | ' | ' | ' |
Shares issued for cash, related party | ' | ' | 200 | 19,800 | ' | 20,000 |
Shares issued for cash, related party, shares | ' | ' | 200,000 | ' | ' | ' |
Shares cancelled for non-performance of services | ' | ' | -362 | 362 | ' | 362 |
Shares cancelled for non-performance of services, shares | ' | ' | -361,765 | ' | ' | 361,765 |
Shares issued for services | ' | ' | 4,034 | 300,241 | ' | 304,275 |
Shares issued for services, shares | ' | ' | 4,033,800 | ' | ' | ' |
Shares issued for compensation, related party | ' | ' | 2,948 | 229,295 | ' | 232,243 |
Shares issued for compensation, related party, shares | ' | ' | 2,947,454 | ' | ' | ' |
Options granted for services | ' | ' | ' | 8,404 | ' | 8,404 |
Options granted for compensation, related party | ' | ' | ' | 16,807 | ' | 16,807 |
Shares issued for conversion of debts | ' | ' | 1,288 | 33,712 | ' | 35,000 |
Shares issued for conversion of debts, shares | ' | ' | 1,287,878 | ' | ' | ' |
Adjustments to derivative liability due to debt conversions | ' | ' | ' | 58,478 | ' | 58,478 |
Net (loss) for the year | ' | ' | ' | ' | -1,126,966 | -1,126,966 |
Balance at Dec. 31, 2012 | 2,000 | 4,349 | 69,489 | 20,619,590 | -21,858,894 | -1,163,466 |
Balance, shares at Dec. 31, 2012 | 2,000,000 | 4,349,339 | 69,488,757 | ' | ' | ' |
Shares issued for cash | ' | ' | 9,800 | 181,200 | ' | 191,000 |
Shares issued for cash, shares | ' | ' | 9,800,000 | ' | ' | ' |
Shares cancelled for non-performance of services | ' | ' | ' | ' | ' | 0 |
Shares cancelled for non-performance of services, shares | ' | ' | ' | ' | ' | 0 |
Shares issued for services | ' | ' | 9,517 | 146,238 | ' | 155,755 |
Shares issued for services, shares | ' | ' | 9,517,000 | ' | ' | ' |
Shares issued for compensation, related party | ' | ' | 14,974 | 218,213 | ' | 233,187 |
Shares issued for compensation, related party, shares | ' | ' | 14,974,066 | ' | ' | ' |
Shares issued for services, related parties | ' | ' | 950 | 15,800 | ' | 16,750 |
Shares issued for services, related parties, shares | ' | ' | 950,000 | ' | ' | ' |
Options granted for services | ' | ' | ' | 18,413 | ' | 18,413 |
Options granted for compensation, related party | ' | ' | ' | 23,937 | ' | 23,937 |
Shares issued for conversion of debts | ' | ' | 33,282 | 194,596 | ' | 227,878 |
Shares issued for conversion of debts, shares | ' | ' | 33,281,989 | ' | ' | ' |
Adjustments to derivative liability due to debt conversions | ' | ' | ' | 487,605 | ' | 487,605 |
Net (loss) for the year | ' | ' | ' | ' | -1,709,102 | -1,709,102 |
Balance at Dec. 31, 2013 | $2,000 | $4,349 | $138,012 | $21,905,592 | ($23,567,996) | ($1,518,043) |
Balance, shares at Dec. 31, 2013 | 2,000,000 | 4,349,339 | 138,011,812 | ' | ' | ' |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities | ' | ' |
Net (loss) | ($1,709,102) | ($1,126,966) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ' | ' |
Bad debts expense (recoveries) | 0 | -240 |
Depreciation and amortization expense | 22,945 | 22,945 |
Gain on sale of fixed assets | 0 | -5,250 |
Change in fair market value of derivative liabilites | 580,888 | 164,586 |
Amortization of convertible note payable discounts | 348,920 | 57,908 |
Amortization of debt issuance costs | 37,556 | 7,465 |
Stock issued for services | 155,755 | 304,275 |
Loss on debt conversions | -1,625 | 0 |
Stock issued for compensation, related party | 249,937 | 232,243 |
Options and warrants granted for services | 18,413 | 8,404 |
Options and warrants granted for services, related party | 23,937 | 16,807 |
Decrease (increase) in assets: | ' | ' |
Accounts receivable | 0 | 4,240 |
Deferred television costs | 0 | -116,454 |
Prepaid expenses | -7,390 | 14,697 |
Increase (decrease) in liabilities: | ' | ' |
Accounts payable | 7,897 | 27,355 |
Accrued expenses | -32,335 | 16,256 |
Deferred revenues | 0 | 42,595 |
Deferred rent obligations | 5,574 | 0 |
Net cash used in operating activities | -295,380 | -329,134 |
Cash flows from investing activities | ' | ' |
Proceeds from the sale of fixed assets | 0 | 10,162 |
Net cash provided by investing activities | 0 | 10,162 |
Cash flows from financing activities | ' | ' |
Proceeds from convertible debentures | 235,500 | 247,000 |
Repayment of long term debt | -117,500 | 0 |
Payments on debt issuance costs | -11,000 | -20,160 |
Proceeds from sale of common stock | 191,000 | 25,000 |
Proceeds from sale of common stock, related party | 0 | 20,000 |
Net cash provided by financing activities | 298,000 | 271,840 |
Net increase (decrease) in cash | 2,620 | -47,132 |
Cash - beginning | 2,076 | 49,208 |
Cash - ending | 4,696 | 2,076 |
Supplemental disclosures: | ' | ' |
Interest paid | 18,388 | 1,500 |
Income taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ' | ' |
Value of debt discount | 206,907 | 250,500 |
Value of shares issued for conversion of debt | 226,253 | 35,000 |
Value of derivative adjustment due to debt conversions | 487,605 | 58,478 |
Cancellation of shares of common stock, 361,765 shares | $0 | $362 |
CONDENSED_STATEMENTS_OF_CASH_F1
CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Condensed Statements Of Cash Flows | ' | ' |
Cancellation of shares of common stock | 0 | 361,765 |
Note_1_Basis_of_Presentation
Note 1 - Basis of Presentation | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||
Disclosure - Note 1 - Nature of Business and Significant Accounting Policies | ' | ||||||||
Nature of Business | |||||||||
Players Network (PNTV) was incorporated in the State of Nevada in March of 1993. Our business for most of our existence has been the ownership and operation of a digital 24-hour Video On Demand and Broadband gaming and entertainment television network called “PLAYERS NETWORK,” which specializes in producing television and multimedia programming to serve the gaming and entertainment industry. Our programming is broadcast directly into 30 million cable and satellite homes and available worldwide through broadband internet. The Company operates three separate channels, Players Network, which focuses on gaming lifestyle, Vegas On Demand, which involves the Las Vegas lifestyle and entertainment experience, and Sexy Sin City TV which covers the sexy side of Las Vegas. | |||||||||
In addition to the PLAYERS NETWORK, gaming and Las Vegas related content, the Company has launched its own internet television platform that incubates several other program categories that have their own brand and appeal to new audiences. The Company’s internet television platform includes advertising and sponsorship sales, web-based merchandise transactions, online memberships, Pay-Per-View and syndication activities. As of December 31, 2013, we had not yet generated sales from our internet television platform. | |||||||||
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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Segment Reporting | |||||||||
Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. | |||||||||
Fair Value of Financial Instruments | |||||||||
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no other items that required fair value measurement on a recurring basis. | |||||||||
Cash and Cash Equivalents | |||||||||
PNTV maintains cash balances in non-interest-bearing transaction accounts, which do not currently 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. There were no cash equivalents on hand at December 31, 2013 and 2012. | |||||||||
Allowance for Doubtful Accounts | |||||||||
We generate the majority of our revenues and corresponding accounts receivable from video production services on a project basis and subscriptions for video content. We evaluate the collectability of our accounts receivable considering a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific reserve for bad debts against amounts due in order to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on past write-off experience and the length of time the receivables are past due. Bad debts expense (recoveries) was $-0- and $(240) for the years ended December 31, 2013 and 2012, respectively. | |||||||||
Cost Method of Accounting for Investments | |||||||||
Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such Investee companies is not included in the Balance Sheet or Statement of Operations. However, impairment charges are recognized in the Statement of Operations. If circumstances suggest that the value of the Investee Company has subsequently recovered, such recovery is not recorded. Impairment analyses on our investments which are accounted for on the cost method of accounting resulted in complete impairment of $25,499 during 2011. | |||||||||
Deferred Television Costs | |||||||||
Deferred television costs as of December 31, 2013, included direct production and development costs stated at the lower of cost or net realizable value based on anticipated revenue. Production overhead is not included as the Company outsources its production costs to third party vendors. Capitalized television production costs for each pilot episode are to be expensed as revenues are recognized upon delivery and acceptance of the completed pilot episodes using the individual-film-forecast-computation method for each television show produced. The Company recognized $95,000 of revenues on November 1, 2012 with the completion of the first of three pilot episodes; accordingly, we have recognized $75,617 of expenses related to the development of the pilot during the year ended December 31, 2012. No revenues were recognized in 2013 due to our lack of resources and inability to jointly market and distribute the pilot episodes. | |||||||||
Deferred television costs consist of the following at December 31, 2013 and 2012, respectively: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Development and pre-production costs | $ | – | $ | – | |||||
In-production | 68,264 | 68,264 | |||||||
Post production | 48,190 | 48,190 | |||||||
Total deferred television costs | $ | 116,454 | $ | 116,454 | |||||
Due to practical limitations applicable to monetizing our developed content over On-Demand networks, the Company has not considered collectability of advertising or television license revenues to be reasonably assured, and accordingly, the Company has expensed production costs related to the development of our On-Demand and internet-based content as incurred. | |||||||||
Fixed Assets | |||||||||
Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: | |||||||||
Software | 3 years | ||||||||
Office equipment and website development costs | 5 years | ||||||||
Furniture and fixtures | 7 years | ||||||||
Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations. | |||||||||
Impairment of Long-Lived Assets | |||||||||
Long-lived assets held and used by PNTV are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. PNTV did not recognize any impairment losses on the disposal of fixed assets during 2013 and 2012. | |||||||||
Debt Issuance Costs | |||||||||
Costs relating to obtaining certain debts are capitalized and amortized over the term of the related debt using the straight-line method, which approximates the effective interest method. The Company paid $18,260 and $20,160 of debt issuance costs during the years ended December 31, 2013 and 2012, respectively, of which the unamortized balance of debt issuance costs at December 31, 2013 and 2012 was $3,399 and $12,695, respectively. Amortization of debt issuance costs charged to interest expense was $27,556 and $7,465 for the years ended December 31, 2013 and 2012, respectively. When a loan is paid in full, any unamortized financing costs are removed from the related accounts and charged to interest expense. | |||||||||
Deferred Rent Obligation | |||||||||
The Company has entered into operating lease agreements for its corporate office which contains provisions for future rent increases. In accordance with generally accepted accounting principles, the Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease terms. The difference between rent expense recorded and the amount paid is credited or charged to “Deferred rent obligation,” which is reflected as a separate line item in the accompanying Balance Sheets. | |||||||||
Revenue Recognition | |||||||||
The Company recognizes revenue from its internet television platform from internally generated products and from partnered merchants when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria are met when the customers purchase a product or access a web-based video, the product or web-based video has been electronically delivered to the purchaser and payment has been received. At that time, the Company's obligations to the customer is substantially complete. The Company records the net amount it retains from the sale of items from its internet television platform after paying any agreed upon percentage of the purchase price to the featured advertising merchant excluding any applicable taxes. Revenue is recorded on a net basis because the Company is acting as an agent of the partnered merchant in the transaction. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. | |||||||||
Network revenue consists of monthly network broadcast subscription revenue, which is recognized over the period in which the subscription service is available. Broadcast television advertising revenue is recognized when advertisements are aired. Video production revenue is recognized as digital video film is completed and accepted by the customer and collection is reasonably assured. And, merchandise revenue is recognized when products are delivered. | |||||||||
Revenue from the distribution of domestic television series is recognized as earned using the following criteria: | |||||||||
· | Persuasive evidence of an arrangement exists; | ||||||||
· | The show/episode is complete, and in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery; | ||||||||
· | The license period has begun and the customer can begin its exploitation, exhibition or sale; | ||||||||
· | The price to the customer is fixed and determinable; and | ||||||||
· | Collectability is reasonably assured. | ||||||||
Due to practical limitations applicable to operating relationships with On-Demand networks, the Company has not considered collectability of advertising or television license revenues to be reasonably assured, and accordingly, the Company has not recognize such revenue unless payment has been received. | |||||||||
Audio/Video content licensing revenues were recognized when the underlying royalties from the sales of the related products were earned. The Company recognized minimum revenue guarantees, if any, ratably over the term of the license or as earned royalties based on actual sales of the related products, if greater. | |||||||||
Deferred revenues consist of the following at December 31, 2013 and December 31, 2012: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred revenues on television pilot episodes | $ | 135,000 | $ | 135,000 | |||||
Deferred revenues on audio/video content licensing | – | – | |||||||
Total deferred revenues | $ | 135,000 | $ | 135,000 | |||||
Derivative Liability | |||||||||
The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. | |||||||||
Advertising Costs | |||||||||
The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $11,684 and $92,312 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
Website Development Costs | |||||||||
The Company accounts for website development costs in accordance with ASC 350-50, “Accounting for Website Development Costs” (“ASC 350-50”), wherein website development costs are segregated into three activities: | |||||||||
1) | Initial stage (planning), whereby the related costs are expensed. | ||||||||
2) | Development (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. | ||||||||
3) | Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. | ||||||||
The Company had no capitalized website development costs during the years ended December 31, 2013 and 2012 related to its internet television platforms pursuant to the development stage. | |||||||||
Basic and Diluted Loss Per Share | |||||||||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For 2013 and 2012, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. | |||||||||
Stock-Based Compensation | |||||||||
The Company adopted FASB guidance on stock based compensation on January 1, 2006. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Stock and stock options issued for services and compensation totaled $449,667 and $561,729 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
Income Taxes | |||||||||
PNTV recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. PNTV provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. | |||||||||
Uncertain Tax Positions | |||||||||
In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. | |||||||||
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. | |||||||||
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. | |||||||||
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. | |||||||||
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. | |||||||||
Recent Accounting Pronouncements | |||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations. |
Note_2_Going_Concern
Note 2 - Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Note 2 - Going Concern | ' |
Note 2 - Going Concern | ' |
As shown in the accompanying financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of ($23,567,996), and as of December 31, 2013, the Company’s current liabilities exceeded its current assets by $1,584,201 and its total liabilities exceeded its total assets by $1,518,043. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note_3_Related_Party
Note 3 - Related Party | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Note 3 - Related Party | ' |
Officers | |
On December 3, 2013, the Company’s Board of Directors granted the issuance of 3,000,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $21,300 based on the closing price of the Company’s common stock on the date of grant. | |
On October 2, 2013, the Company’s Board of Directors granted the issuance of 7,300,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $80,300 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company’s Board of Directors granted the issuance of 2,000,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $38,000 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company’s Board of Directors granted the issuance of 1,294,066 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $24,587 based on the closing price of the Company’s common stock on the date of grant. | |
On January 8, 2013, the Company’s Board of Directors granted the issuance of 620,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $31,000 based on the closing price of the Company’s common stock on the date of grant. | |
On January 8, 2013, the Company’s Board of Directors granted the issuance of 760,000 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $38,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company’s Board of Directors granted the issuance of 250,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $20,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company’s Board of Directors granted the issuance of 312,500 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012 the Company’s Board of Directors granted the issuance of 143,154 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $21,473 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012 the Company’s Board of Directors granted the issuance of 91,800 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $13,770 based on the closing price of the Company’s common stock on the date of grant. | |
On April 30, 2012 the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to the Company’s CEO as payment on $30,000 of accrued compensation. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant. The officer forgave the $5,000 difference as additional paid in capital. | |
On April 30, 2012 the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to the Company’s President of Programming as payment on $30,000 of accrued compensation. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant. The officer forgave the $5,000 difference as additional paid in capital. | |
On April 20, 2012, the Company sold 120,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $12,000 received from the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | |
On February 29, 2012 the Company’s Board of Directors granted the issuance of 650,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $52,000 based on the closing price of the Company’s common stock on the date of grant. | |
On February 29, 2012 the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $40,000 based on the closing price of the Company’s common stock on the date of grant. | |
On February 14, 2012, the Company sold 80,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $8,000 received from the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | |
Officer compensation expense was $212,831 and $343,531 at December 31, 2013 and 2012, respectively. The balance owed was $4,725 and $68,809 at December 31, 2013 and 2012, respectively. | |
Board of Directors | |
On December 3, 2013, the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to one of the Company’s Directors as a compensation bonus. The total fair value of the common stock was $3,550 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company issued 150,000 shares of restricted common stock as a bonus for board services provided to one of our Directors. The total fair value of the common stock was $2,850 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company issued another 150,000 shares of restricted common stock as a bonus for board services provided to another one of our Directors. The total fair value of the common stock was $2,850 based on the closing price of the Company’s common stock on the date of grant. | |
On January 8, 2013, the Company’s Board of Directors granted 300,000 fully vested common stock options as compensation for service on the Board of Directors in 2013 to one of its directors. The options are exercisable until January 8, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 177% and a call option value of $0.0368, was $11,048. | |
On January 8, 2013, the Company’s Board of Directors granted 100,000 fully vested common stock options as compensation for service on the Board of Directors in 2013 to one of its directors. The options are exercisable until January 8, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 177% and a call option value of $0.0368, was $3,683. | |
On January 8, 2013, the Company’s Board of Directors granted 250,000 fully vested common stock options as compensation for service on the Board of Directors in 2013 to one of its directors. The options are exercisable until January 8, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 177% and a call option value of $0.0368, was $9,206. | |
On February 29, 2012, the Company’s Board of Directors granted fully vested cashless common stock options to purchase 300,000 shares of the Company’s common stock over a three year period to one of the Company’s Directors as a compensation bonus. The options are exercisable until February 29, 2015 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 207% and a call option value of $0.0560, was $16,807. | |
Officer and Director Changes | |
On January 8, 2013, Mr. Jim Bates was appointed to the Company’s Board of Directors. He subsequently resigned on June 3, 2013. | |
Note_4_Fair_Value_of_Financial
Note 4 - Fair Value of Financial Instruments | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||
Note 4 - Fair Value of Financial Instruments | ' | ||||||||
Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. | |||||||||
The Company has convertible notes that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: | |||||||||
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |||||||||
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. | |||||||||
The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of December 31, 2013 and 2012, respectively: | |||||||||
Fair Value Measurements at December 31, 2013 | |||||||||
Level 1 | Level 2 | Level 3 | |||||||
Assets | |||||||||
Cash | $ | 4,696 | $ | – | $ | – | |||
Total assets | 4,696 | – | – | ||||||
Liabilities | |||||||||
Convertible debentures, net of discounts of $53,579 | – | – | 82,421 | ||||||
Short term debt | – | 35,000 | – | ||||||
Derivative liability | – | – | 648,298 | ||||||
Total liabilities | – | 35,000 | 730,719 | ||||||
$ | 4,696 | $ | -35,000 | $ | -730,719 | ||||
Fair Value Measurements at December 31, 2012 | |||||||||
Level 1 | Level 2 | Level 3 | |||||||
Assets | |||||||||
Cash | $ | 2,076 | $ | – | $ | – | |||
Total assets | 2,076 | – | – | ||||||
Liabilities | |||||||||
Convertible debentures, net of discounts of $196,092 | – | – | 19,408 | ||||||
Short term debt | – | 35,000 | – | ||||||
Derivative liability | – | – | 356,608 | ||||||
Total liabilities | – | 35,000 | 376,016 | ||||||
$ | 2,076 | $ | -35,000 | $ | -376,016 | ||||
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2013 and 2012. | |||||||||
Level 2 liabilities consist of a short term, unsecured, promissory note. No fair value adjustment was necessary during the years ended December 31, 2013 and 2012. | |||||||||
Level 3 liabilities consist of a total of $136,000 and $215,500 of convertible debentures and the related derivative liability as of December 31, 2013 and 2012, respectively. A discount of $53,579 and $196,092 was recognized at December 31, 2013 and 2012, respectively. | |||||||||
Note_5_Note_Receivable
Note 5 - Note Receivable | 12 Months Ended |
Dec. 31, 2012 | |
Receivables [Abstract] | ' |
Note 5 - Note Receivable | ' |
On March 23, 2011 and April 20, 2011 we loaned $19,000 and $1,000, respectively, to iCandy, Inc. (“ICI”) on an unsecured convertible promissory note carrying a 6% interest rate, maturing on May 11, 2012. In accordance with ASC 310-10-35-17, we applied normal loan review procedures and determined it was probable all amounts due from our loan would not be collected due to the financial condition of the debtor. As a result, we recognized impairment bad debts expense of $20,000 during the year ended December 31, 2011. On November 1, 2012, the Company elected to convert the total note receivable of $22,477, consisting of $20,000 of principal and $2,477 of interest receivable in exchange for an additional 7.5% ownership interest in ICI, and 7.5% interest in iCandy Burlesque, Inc. (“ICB”) as disclosed in Note 6 below. |
Note_6_Investments
Note 6 - Investments | 12 Months Ended |
Dec. 31, 2013 | |
Investments [Abstract] | ' |
Note 6- Investments | ' |
On May 11, 2011, we acquired a 10% interest in ICI, and a 10% interest in ICB, Nevada entertainment companies that develop and operate a variety of entertainment shows in the United States, primarily in casinos within Las Vegas, NV and Atlantic City, NJ. We acquired the interests in exchange for $25,499 that was in turn spent on the development of a promotional video that was to be distributed on our website. In addition, we agreed to pay a license fee of 20% of the adjusted gross revenues that we were to earn from the distribution and sales related to the promotional video content. No such revenues have been earned to date. | |
On November 1, 2012, the Company elected to convert a note receivable of $22,477, consisting of $20,000 of principal and $2,477 of interest receivable in exchange for an additional 7.5% ownership interest in ICI, and 7.5% interest in ICB. The conversion resulted in a total ownership of 17.5% in both entities as of November 1, 2012. In 2011, both the investments and the note receivable had been written off as impaired due to valuation and collectability uncertainties, as a result the 17.5% investment in both entities are not on the balance sheets as of December 31, 2013 and 2012, respectively. | |
Note_7_Fixed_Assets
Note 7 - Fixed Assets | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Note 7 - Fixed Assets | ' | ||||||||
Fixed assets consist of the following at December 31, 2013 and 2012, respectively: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Office equipment | $ | 12,898 | $ | 12,898 | |||||
Website development costs | 99,880 | 99,880 | |||||||
Furniture and fixtures | 2,730 | 2,730 | |||||||
Less accumulated depreciation | (52,749 | ) | (29,804 | ) | |||||
$ | 62,759 | $ | 85,704 | ||||||
During the year ended December 31, 2012, we realized a gain on the sale of assets in the amount of $5,250 from total proceeds of $10,162 received amongst two individuals for the sale of fixed assets with a combined carrying value of $4,912. | |||||||||
Depreciation and amortization expense totaled $22,945 and $22,945 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
Note_8_Accrued_Expenses
Note 8 - Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Note 8 - Accrued Expenses | ' | ||||||||
Note 8 - Accrued Expenses | ' | ||||||||
Accrued expenses included the following as of December 31, 2013 and 2012, respectively: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Customer Deposits | $ | 13,500 | $ | 13,500 | |||||
Accrued Payroll, Officers | 19,020 | 68,808 | |||||||
Accrued Payroll and Payroll Taxes | 135,234 | 135,234 | |||||||
Accrued Interest | 14,597 | 7,897 | |||||||
$ | 182,351 | $ | 225,439 |
Note_9_Convertible_Debentures
Note 9 - Convertible Debentures | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Note 9 - Convertible Debentures | ' | ||||||||
Convertible debentures consist of the following at December 31, 2013 and 2012, respectively: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Unsecured $12,500 convertible promissory note originated on October 28, 2013, carries an 8% interest rate (“Ninth Asher Note”), and matures on July 30, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to thirty one percent (31%) of the average of the lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $1,000 that is being amortized on the straight line method, which approximates the effective interest method, over the life of the loan. The Company recognized $582 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. | $ | 12,500 | $ | – | |||||
Unsecured $25,500 convertible promissory note originated on July 30, 2013, carries an 8% interest rate (“Eighth Asher Note”), and matures on May 1, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to thirty five percent (35%) of the average of the lowest closing bid prices of the Company’s common stock for the ninety (90) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that is being amortized on the straight line method, which approximates the effective interest method, over the life of the loan. The Company recognized $1,400 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The principal and interest was subsequently repaid in full prior to maturity on January 31, 2014 out of the proceeds from the January 8, 2014 convertible debt financing received from GEL Properties, LLC. | 25,500 | – | |||||||
On June 4, 2013, the Company received net proceeds of $25,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $27,500 (“Second JMJ Note”), which matures on June 3, 2014, as part of a larger financing agreement that enables the Company to draw total proceeds of $400,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty five percent (65%) of the lowest trading price of the Company’s common stock over the twenty five (25) trading days prior to the conversion request date. The note carries a one-time twelve percent (12%) of principal interest charge if the note isn’t repaid within the first ninety (90) days, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company amortized the $2,500 original issuance discount over the life of the loan on the straight line method. The Company recognized an additional $1,428 and $-0- of interest expense on the discount during the years ended December 31, 2013 and 2012, respectively. The Company must at all times reserve at least 35 million shares of common stock for potential conversions. | 27,500 | – | |||||||
On March 13, 2013, the Company received net proceeds of $55,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $60,500 (“First JMJ Note”), which matured on March 12, 2014, as part of a larger financing agreement that enables the Company to draw total proceeds of $400,000 at the discretion of the lender. On November 27, 2014, an additional $10,000 was added to the principal balance of the note as liquidated damages related to a Standstill Agreement whereby JMJ agreed to refrain from exercising any conversions until February 22, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty five percent (65%) of the lowest trading price of the Company’s common stock over the twenty five (25) trading days prior to the conversion request date. The note carries a one-time twelve percent (12%) of principal interest charge if the note isn’t repaid within the first ninety (90) days, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The principal interest charge of $7,260 is being amortized on the straight line method, which approximates the effective interest method, over the life of the loan. The Company recognized $5,379 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The Company amortized the $5,500 original issuance discount over the life of the loan on the straight line method. The Company recognized an additional $4,396 and $-0- of interest expense on the discount during the years ended December 31, 2013 and 2012, respectively. The Company must at all times reserve at least 35 million shares of common stock for potential conversions. | 70,500 | – | |||||||
Unsecured $35,000 convertible promissory note originated on May 8, 2013, carries an 8% interest rate (“Seventh Asher Note”), and matured on February 13, 2014. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty eight percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $2,500 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The principal and interest was repaid in full prior to maturity on December 13, 2013 out of the proceeds from an equity investment. | – | – | |||||||
On February 5, 2013, the Company received net proceeds of $5,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $5,500, which matured on March 4, 2013. The principal and interest was convertible into shares of common stock in the event of default at the discretion of the note holder at a price equal to the lesser of sixty percent (60%) of the five (5) day average bid price of the Company’s common stock over the five (5) trading days prior to the conversion request date. The principal and interest was repaid in full prior to maturity on February 23, 2013 out of the proceeds from the Sixth Asher Note described below. | – | – | |||||||
Unsecured $42,500 convertible promissory note originated on February 19, 2013, carried an 8% interest rate (“Sixth Asher Note”), and matured on November 21, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty eight percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $2,500 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The principal and interest was repaid in full prior to maturity on November 26, 2013 out of the proceeds from an equity investment. | – | – | |||||||
Unsecured $35,000 convertible promissory note originated on January 11, 2013, carried an 8% interest rate (“Fifth Asher Note”), and matured on September 16, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty eight percent (58%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $2,500 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert $15,000 of principal in exchange for 3,658,537 shares of common stock on November 19, 2013, and $21,400, consisting of $20,000 of principal and $1,400 of accrued interest in exchange for 5,350,000 shares of common stock on December 9, 2013 in complete satisfaction of the debt. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | – | – | |||||||
Unsecured $32,500 convertible promissory note carried an 8% interest rate (“Fourth Asher Note”), matured on September 14, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty eight percent (58%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $2,328 and $172 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert $15,000 of principal in exchange for 738,916 shares of common stock on June 19, 2013, and $18,800, consisting of $17,500 of principal and $1,300 of accrued interest in exchange for 2,937,500 shares of common stock on August 8, 2013 in complete satisfaction of the debt. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | – | 32,500 | |||||||
On November 6, 2012, the Company received net proceeds of $27,000 in exchange for a non-interest bearing, unsecured convertible promissory note (“Dutchess Capital Note”) with a face value of $35,000 that matured on May 6, 2013. Upon an event of default, the face value was convertible into shares of common stock at the discretion of the note holder at a price equal to, the lesser of either (i) 60% of the lowest closing bid price during the twenty (20) trading days immediately preceding the Notice of Conversion or (ii) seven cents ($0.07) per share. On the ninetieth (90th) day following Closing, the Company was to make mandatory monthly payments to the Holder in the amount of one thousand ($1,000) per month. The Company paid a debt issuance cost of $3,050 and 73,000 shares of restricted stock with a fair market value of $5,110, based on the Company’s closing stock price on the date of grant, and $3,050 in cash. The debt issuance costs were amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $5,787 and $2,373 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The Company amortized the $5,000 original issuance discount over the life of the loan on the straight line method. The Company recognized an additional $3,500 and $1,500 of interest expense on the discount during the years ended December 31, 2013 and 2012, respectively. The principal and accrued interest was paid in full settlement on March 15, 2012 out of the proceeds from the First JMJ Note. | – | 35,000 | |||||||
Unsecured $37,500 convertible promissory note carries an 8% interest rate (“Third Asher Note”), matured on June 10, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $1,453 and $1,047 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert $10,500, $12,000 and $15,000 of principal and $1,500 of accrued interest in exchange for 1,967,213, 1,973,684 and 2,400,000 shares of common stock on March 13, 2013, March 24, 2013 and April 12, 2013, respectively, and the note was converted in complete satisfaction. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | – | 37,500 | |||||||
Unsecured $50,000 convertible promissory note carried an 8% interest rate (“Continental Note”), matured on May 31, 2013. On April 30, 2013, Continental Equities, LLC sold and assigned the remaining principal and accrued interest with all rights and privileges in the original note without recourse to an individual investor who partnered with the Mother of our CEO. The note hereafter shall be referred to as the, (“Roberts Note”). The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to 30% of the average of the three lowest reported daily sale or daily closing bid prices (whichever is the lower) for the Company’s common stock as reported on the OTCQB (or such other OTC Markets or OTC Tiers, stock markets or stock exchange upon which the Company’s common stock is listed or traded) during the thirty (30) trading days immediately preceding the Conversion Date, subject to adjustment as provided herein (including, without limitation, adjustment pursuant to Section 6), or a fixed conversion price of $0.001 per share, whichever is greater. Interest was due and payable, in arrears, on the last day of each month while any portion of the Principal Amount remained outstanding. The note carried a twenty two percent (16%) interest rate in the event of default. The Company paid a debt issuance cost of $1,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $768 and $732 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert $10,000, $5,000, $10,000 and $25,000 of principal and $2,233 of accrued interest in exchange for 925,925, 657,894, 1,250,000 and 6,933,250 shares of common stock on March 1, 2013, March 25, 2013, April 3, 2013 and May 15, 2013, respectively, in accordance with the terms of the note; therefore no gain or loss has been recognized. In addition, 178,571 shares were issued in excess of the conversion terms of the note on April 3, 2013. The fair value of the common stock was $1,625 based on the closing price of the Company’s common stock on the date of grant, and was expensed as a loss on debt conversion. | – | 50,000 | |||||||
Unsecured $37,500 convertible promissory note carried an 8% interest rate (“Second Asher Note”), matured on April 12, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $924 and $1,576 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert a total of $15,000 of principal in exchange for 914,634 shares of common stock on February 5, 2013, and $22,500 of principal and $1,500 of accrued interest in exchange for 2,162,162 shares of common stock on February 19, 2013, and the note was converted in complete satisfaction. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | – | 37,500 | |||||||
Unsecured $58,000 convertible promissory note carried an 8% interest rate (“First Asher Note”), matured on February 7, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $3,000 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $1,435 and $1,565 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert a total of $35,000 of principal in exchange for 1,287,878 shares of common stock during the year ended December 31, 2012. The remaining $23,000 of principal and $2,320 of accrued interest was converted in exchange for 1,233,703 shares of common stock during January of 2013, and the note was converted in complete satisfaction. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | $ | – | $ | 23,000 | |||||
Total convertible debentures | 136,000 | 215,500 | |||||||
Less: unamortized debt discounts | (53,579 | ) | (196,092 | ) | |||||
Convertible debentures | $ | 82,421 | $ | 19,408 | |||||
In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $206,858 and $255,500 for the variable conversion features of the convertible debts incurred during the years ended December 31, 2013 and 2012, respectively. The discounts, including Original Issue Discounts of $8,500 and $5,000 during the years ended December 31, 2013 and 2012, respectively, are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded $348,420 and $59,408 of interest expense pursuant to the amortization of the note discounts during the years ended December 31, 2013 and 2012, respectively. | |||||||||
The nine “Asher” and two “JMJ” convertible debentures carry default provisions that place a “maximum share amount” on the note holders. The maximum share amount that can be owned as a result of the conversions to common stock by the note holders is 4.99% of the Company’s issued and outstanding shares. | |||||||||
In accordance with ASC 815-15, the Company determined that the variable conversion feature and shares to be issued represented embedded derivative features, and these are shown as derivative liabilities on the balance sheet. The Company calculated the fair value of the compound embedded derivatives associated with the convertible debentures utilizing a lattice model. | |||||||||
The Company recorded interest expense in the amount of $37,364 and $6,405 for the years ended December 31, 2012 and 2011, respectively related to convertible debt, including a $10,000 charge in 2013 for liquidated damages related to a Standstill Agreement on the First JMJ Note whereby JMJ agreed to refrain from exercising any conversions until February 22, 2014. |
Note_10_Investment_Agreement_w
Note 10 - Investment Agreement with Dutchess Opportunity Fund II, LP | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 10 - Investment Agreement with Dutchess Opportunity Fund II, LP | ' |
On November 7, 2012, the Company entered into an Investment Agreement (“Investment Agreement”) with Dutchess Opportunity Fund, II, LP, a Delaware limited partnership (“Dutchess”), as amended on July 5, 2013. Pursuant to the terms of the Investment Agreement, Dutchess committed to purchase, in a series of purchase transactions (“Puts”), up to eight million five hundred thousand ($8,500,000) dollars of the Company’s common stock over a period of up to thirty-six (36) months from the effective date of the registration statement covering the Equity Line Financing with Dutchess, which was September 26, 2013. | |
The amount that the Company is entitled to request with each Put delivered to Dutchess is equal to, at its option, either (i) two hundred (200%) percent of the average daily volume (U.S. market only) of its common stock for three (3) trading days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing prices immediately preceding the Put Date or (ii) fifty thousand ($50,000) dollars. The purchase price to be paid by Dutchess for the shares of the Company’s common stock covered by each Put will be equal to ninety-five (95%) percent of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the period beginning on the Put Notice Date and ending on and including the date that is five (5) trading days after such Put Notice Date (“Pricing Period”). The “Put Notice Date” is the trading day immediately following the day on which Dutchess receives a Put Notice from the Company. | |
For each Put Notice submitted to Dutchess under the Investment Agreement, there is a Suspension Price of $0.01 for that Put. In the event the common stock falls below the Suspension Price, the put shall be temporarily suspended. The Put shall resume at such time as the common stock is above the Suspension Price, provided the dates for the Pricing Period for that particular put are still valid. In the event the Pricing Period has been complete, any shares above the Suspension Price due to Dutchess shall be sold to Dutchess by us at the volume weighted average price under the terms of the Investment Agreement. | |
In conjunction with the Investment Agreement, the Company also entered into a registration rights agreement (“Registration Rights Agreement”) with Dutchess. Pursuant to the Registration Rights Agreement, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) on September 26, 2013 covering 22,750,000 shares of the Company’s common stock underlying a portion of the Investment Agreement. In addition, during the term of the Registration Rights Agreement, the Company is obligated to maintain the effectiveness of this registration statement, as well as any subsequent registration statements that may be associated with the Investment Agreement and/or Registration Rights Agreement. | |
As of March 31, 2014, the Company had not sold any shares to Dutchess nor received any financing from Dutchess. | |
Note_11_Short_Term_Debt
Note 11 - Short Term Debt | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Note 11 - Short Term Debt | ' | ||||||||
Note 11 - Short Term Debt | ' | ||||||||
Short-term debt consists of the following at December 31, 2013 and 2012, respectively: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
4% unsecured debenture, due June 7, 2012. Currently in default. | $ | 35,000 | $ | 35,000 | |||||
Accrued interest on the above promissory note totaled $1,400 and $1,492 at December 31, 2013 and December 31, 2012, respectively. | |||||||||
The following presents components of interest expense by instrument type at December 31, 2013 and 2012, respectively: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Interest on convertible debentures | $ | 37,364 | $ | 6,405 | |||||
Amortization of discount on convertible debentures | 348,420 | 59,408 | |||||||
Amortization of debt issuance costs | 27,556 | 7,465 | |||||||
Interest on short term debt | 1,400 | 1,400 | |||||||
Accounts payable related finance charges | 1,070 | 993 | |||||||
$ | 415,810 | $ | 75,671 |
Note_12_Derivative_Liabilities
Note 12 - Derivative Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative Liability [Abstract] | ' | ||||||||
Note 12 - Derivative Liabilities | ' | ||||||||
As discussed in Note 9 under Convertible Debentures, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. | |||||||||
The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recorded current derivative liabilities of $648,298 and $356,608 at December 31, 2013 and 2012, respectively. The change in fair value of the derivative liabilities resulted in a loss of $580,888 and $164,586 for the years ended December 31, 2013 and 2012, respectively, which has been reported as other income (expense) in the statements of operations. The loss of $580,888 for the years ended December 31, 2013 consisted of a loss of $153,314 due to the value in excess of the face value of the convertible notes, a loss of $6,150 attributable to the fair value of preferred stock, a loss of $372,330 attributable to the fair value of warrants and a net loss in market value of $49,094 on the convertible notes. The loss of $164,586 for the year ended December 31, 2012 consisted of a loss of $126,457 due to the value in excess of the face value of the convertible notes, $25,729 attributable to the fair value of preferred stock, $62,065 attributable to the fair value of warrants granted during 2012 and a net gain in market value of ($49,665). | |||||||||
The following presents the derivative liability value by instrument type at December 31, 2013 and 2012, respectively: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Convertible debentures | $ | 221,275 | $ | 308,065 | |||||
Common stock warrants | 395,144 | 22,814 | |||||||
Convertible preferred stock | 31,879 | 25,729 | |||||||
$ | 648,298 | $ | 356,608 | ||||||
The following is a summary of changes in the fair market value of the derivative liability during the years ended December 31, 2013 and 2012, respectively: | |||||||||
Derivative | |||||||||
Liability | |||||||||
Total | |||||||||
Balance, December 31, 2011 | $ | – | |||||||
Increase in derivative value due to issuances of convertible promissory notes | 376,957 | ||||||||
Increase in derivative value attributable to tainted warrants | 64,230 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | -26,101 | ||||||||
Debt conversions | -58,478 | ||||||||
Balance, December 31, 2012 | $ | 356,608 | |||||||
Increase in derivative value due to issuances of convertible promissory notes | 351,721 | ||||||||
Increase in derivative value attributable to tainted warrants | 122,062 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | 305,512 | ||||||||
Debt conversions | -487,605 | ||||||||
Balance, December 31, 2013 | $ | 648,298 | |||||||
Key inputs and assumptions used to value the convertible debentures and warrants issued during the years ended December 31, 2013 and 2012: | |||||||||
· | Stock prices on all measurement dates were based on the fair market value and would fluctuate with projected volatility. | ||||||||
· | The warrant exercise prices ranged from $0.04 to $1.00, exercisable over 2 to 10 year periods from the grant date. | ||||||||
· | The holders of the securities would convert monthly to the ownership limit starting at 4.99% increasing by 10% per month. | ||||||||
· | The holders would automatically convert the note at the maximum of 3 times the conversion price if the Company was not in default. | ||||||||
· | The monthly trading volume would reflect historical averages and would increase at 1% per month. | ||||||||
· | The Company would redeem the notes based on availability of alternative financing, increasing 2% monthly to a maximum of 10%. | ||||||||
· | The holder would automatically convert the note at maturity if the registration was effective and the Company was not in default. | ||||||||
· | The computed volatility was projected based on historical volatility. | ||||||||
Note_13_Stockholders_Equity_De
Note 13 - Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Note 13 - Changes in Stockholders' Equity (Defict) | ' |
Preferred Stock Authorized | |
The Board, from the authorized capital of 25,000,000 preferred shares, has authorized and designated 2,000,000 shares of Series A preferred stock (“Series A”) and 10,873,347 shares of Series B preferred stock (“Series B”), of which 2,000,000 shares and 4,349,339 shares are issued and outstanding, respectively. A total of 12,126,653 shares remain undesignated. | |
The Series A shares carry 25:1 preferential voting rights, and are convertible into shares of common stock on a 1:1 basis. | |
The Series B shares are convertible at the option of the holder into shares of common stock at an initial ratio of one share of series B preferred stock into one share of common stock (1:1), as adjusted for the dilutive effects of additional stock subsequent to the original issuance of the series B shares on December 17, 2010. The Series B Preferred conversion ratio shall be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock Outstanding (meaning (1) outstanding Common Stock, (2) Common Stock issuable upon conversion of outstanding Preferred Stock, (3) Common Stock issuable upon exercise of outstanding stock options (including Common Stock issuable upon the conversion of shares or other securities issued pursuant to the exercise of outstanding stock options) and (4) Common Stock issuable upon exercise (and, in the case of warrants to purchase Preferred Stock or other securities, conversion) of outstanding warrants. Shares described in (1) through (4) above shall be included whether vested or unvested, whether contingent or non-contingent and whether exercisable or not yet exercisable.) immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by this Corporation for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock Outstanding immediately prior to such issuance plus the number of shares of such Additional Stock. The maximum shares of common stock convertible are to be reserved from the authorized shares. As of March 15, 2014, the Series B shares were convertible into 10,404,883 shares of common stock based on a modified conversion ratio of approximately 2.392 due to the dilutive reset provisions, which were reserved from the authorized shares. | |
Preferred Stock | |
No preferred shares were issued during the years ended December 31, 2013 and 2012. | |
Common Stock Authorized | |
The Company amended its Articles of Incorporation on April 29, 2013 to increase the authorized shares of common stock from 150,000,000 shares to 600,000,000 shares, of which 138,011,812 shares were issued and outstanding and 149,000,000 shares were reserved as of March 31, 2014. | |
Common Stock Sales (2013) | |
On December 3, 2013, the Company sold 8,500,000 shares of its common stock and an equal number of warrants, exercisable at $0.04 per share over a ten (10) year period pursuant to a unit offering in exchange for total proceeds of $170,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | |
On August 18, 2013, the Company sold 1,000,000 shares of its common stock for proceeds of $15,000. The shares were subsequently issued on October 11, 2013. | |
On July 1, 2013, the Company sold 300,000 shares of its common stock and an equal number of warrants, exercisable at $0.08 per share over an eighteen month period pursuant to a unit offering in exchange for total proceeds of $6,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | |
Common Stock Issuances for Debt Conversions (2013) | |
On December 9, 2013, the Company issued 5,350,000 shares of common stock pursuant to the conversion of $21,400, consisting of $20,000 of outstanding principal and $1,400 of accrued interest, on the Fifth Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On November 19, 2013, the Company issued 3,658,537 shares of common stock pursuant to the conversion of $15,000 of outstanding principal on the Fifth Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On August 8, 2013, the Company issued 2,937,500 shares of common stock pursuant to the conversion of $18,800, consisting of $17,500 of outstanding principal and $1,300 of accrued interest, on the Fourth Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On June 19, 2013, the Company issued 738,916 shares of common stock pursuant to the conversion of $15,000 of outstanding principal on the Fourth Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On May 15, 2013, the Company issued 6,933,250 shares of common stock pursuant to the conversion of $27,733, consisting of $25,000 of outstanding principal and $2,733 of accrued interest, on the Roberts Note (formerly the Continental Equities Note). The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On April 12, 2013, the Company issued 2,400,000 shares of common stock pursuant to the conversion of $12,000, consisting of $10,500 of outstanding principal and $1,500 of accrued interest on the Third Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On April 3, 2013, the Company issued 1,428,571 shares of common stock pursuant to the conversion of $10,000 of outstanding principal on the Continental Equities Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized, other than 178,571 of the shares that were issued in excess of the terms of conversion. As a result, a loss on conversion of $1,625 was recognized. | |
On March 25, 2013, the Company issued 657,894 shares of common stock pursuant to the conversion of $5,000 of outstanding principal on the Continental Equities Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On March 25, 2013, the Company issued 1,973,684 shares of common stock pursuant to the conversion of $15,000 of outstanding principal on the Third Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On March 13, 2013, the Company issued 1,967,213 shares of common stock pursuant to the conversion of $12,000 of outstanding principal on the Third Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On March 1, 2013, the Company issued 925,925 shares of common stock pursuant to the conversion of $10,000 of outstanding principal on the Continental Equities Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On February 19, 2013, the Company issued 2,162,162 shares of common stock pursuant to the conversion of $24,000 of convertible debt, consisting of $22,500 of principal and $1,500 of accrued and unpaid interest, on the Second Asher Note. The note was converted in accordance with the conversion 0terms; therefore no gain or loss has been recognized. | |
On February 5, 2013, the Company issued 914,634 shares of common stock pursuant to the conversion of $15,000 of outstanding principal on the Second Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On January 16, 2013, the Company issued 516,000 shares of common stock pursuant to the conversion of $10,320 of convertible debt, consisting of $8,000 of principal and $2,320 of accrued and unpaid interest, on the First Asher Note. The note was converted in accordance with the conversion 0terms; therefore no gain or loss has been recognized. | |
On January 2, 2013, the Company issued 717,703 shares of common stock pursuant to the conversion of $15,000 of outstanding principal on the First Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
Common Stock Issuances for Services (2013) | |
On December 16, 2013, the Company issued 750,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $5,250 based on the closing price of the Company’s common stock on the date of grant. | |
On December 16, 2013, the Company granted 1,500,000 S-8 shares of common stock to a consultant for website development services provided. The total fair value of the common stock was $10,500 based on the closing price of the Company’s common stock on the date of grant. | |
On December 16, 2013, the Company issued 250,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $1,750 based on the closing price of the Company’s common stock on the date of grant. | |
On December 3, 2013, the Company’s Board of Directors granted the issuance of 3,000,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $21,300 based on the closing price of the Company’s common stock on the date of grant. | |
On December 3, 2013, the Company issued 250,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $1,775 based on the closing price of the Company’s common stock on the date of grant. | |
On December 3, 2013, the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to one of the Company’s Directors as a compensation bonus. The total fair value of the common stock was $3,550 based on the closing price of the Company’s common stock on the date of grant. | |
On October 2, 2013, the Company’s Board of Directors granted the issuance of 7,300,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $80,300 based on the closing price of the Company’s common stock on the date of grant. | |
On October 2, 2013, the Company issued 750,000 shares of restricted common stock for administrative services provided by one of our employees. The total fair value of the common stock was $8,250 based on the closing price of the Company’s common stock on the date of grant. | |
On October 2, 2013, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $5,500 based on the closing price of the Company’s common stock on the date of grant. | |
On October 2, 2013, the Company issued 1,100,000 shares of restricted common stock for video production services provided by one of our vendors. The total fair value of the common stock was $12,100 based on the closing price of the Company’s common stock on the date of grant. | |
On October 2, 2013, the Company issued 250,000 shares of restricted common stock for consulting services provided. The total fair value of the common stock was $2,750 based on the closing price of the Company’s common stock on the date of grant. | |
On October 2, 2013, the Company issued 250,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $2,750 based on the closing price of the Company’s common stock on the date of grant. | |
On June 3, 2013, the Company issued 175,000 shares of restricted common stock for administrative services provided by one of our employees. The total fair value of the common stock was $5,250 based on the closing price of the Company’s common stock on the date of grant. | |
On June 3, 2013, the Company issued 1,000,000 shares of restricted common stock for video production services provided by one of our vendors. The total fair value of the common stock was $30,000 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company’s Board of Directors granted the issuance of 2,000,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $38,000 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company’s Board of Directors granted the issuance of 1,294,066 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $24,587 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company issued 150,000 shares of restricted common stock as a bonus for board services provided by one of our Directors. The total fair value of the common stock was $2,850 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company issued another 150,000 shares of restricted common stock as a bonus for board services provided by another one of our Directors. The total fair value of the common stock was $2,850 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company issued 675,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $12,825 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company granted 150,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $2,850 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company granted 300,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $5,700 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company granted 100,000 shares of restricted common stock to a consultant for business development services provided. The total fair value of the common stock was $1,900 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company issued 50,000 shares of restricted common stock for consulting services provided by one of our Directors. The total fair value of the common stock was $950 based on the closing price of the Company’s common stock on the date of grant. | |
On May 1, 2013, the Company issued 125,000 shares of restricted common stock for consulting services provided by one of our Directors. The total fair value of the common stock was $2,375 based on the closing price of the Company’s common stock on the date of grant. | |
On March 13, 2013, the Company issued 600,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $13,200 based on the closing price of the Company’s common stock on the date of grant. | |
On February 19, 2013, the Company granted 200,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $4,400 based on the closing price of the Company’s common stock on the date of grant. | |
On January 8, 2013, the Company issued 300,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant. | |
On January 8, 2013, the Company granted 50,000 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $2,500 based on the closing price of the Company’s common stock on the date of grant. | |
On January 8, 2013, the Company granted 50,000 shares of restricted common stock to a consultant for Information Technology services provided. The total fair value of the common stock was $2,500 based on the closing price of the Company’s common stock on the date of grant. | |
On January 8, 2013, the Company issued 150,000 shares of restricted common stock for consulting services provided by one of our Directors. The total fair value of the common stock was $7,500 based on the closing price of the Company’s common stock on the date of grant. | |
On January 8, 2013, the Company issued 620,000 shares of common stock to its CEO for unpaid compensation. The total fair value of the common stock was $31,000 based on the closing price of the Company’s common stock on the date of grant. | |
On January 8, 2013, the Company issued 760,000 shares of common stock to its President of Programming for unpaid compensation. The total fair value of the common stock was $38,000 based on the closing price of the Company’s common stock on the date of grant. | |
On January 7, 2013, the Company issued 142,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $5,680 based on the closing price of the Company’s common stock on the date of grant. | |
Common Stock Sales (2012) | |
On April 20, 2012, the Company sold 120,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $12,000 received from the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock warrants using the Black-Scholes option-pricing model is $5,810, or $0.0484 per share, based on 176% volatility and a 0.40% risk-free interest rate. | |
On February 14, 2012, the Company sold 80,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $8,000 received from the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock warrants using the Black-Scholes option-pricing model is $5,870, or $0.0734 per share, based on 168% volatility and a 0.40% risk-free interest rate. | |
On January 15, 2012, the Company sold 250,000 shares of its common stock and an equal number of warrants, exercisable at $0.15 per share over a three year period pursuant to a unit offering in exchange for total proceeds of $25,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock warrants using the Black-Scholes option-pricing model is $17,968, or $0.0719 per share, based on 163% volatility and a 0.34% risk-free interest rate. | |
Common Stock Issuances for Debt Conversions (2012) | |
On December 14, 2012, the Company issued 833,333 shares of common stock pursuant to the conversion of $20,000 of outstanding principal on the First Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On November 26, 2012, the Company issued 454,545 shares of common stock pursuant to the conversion of $15,000 of outstanding principal on the First Asher Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
Common Stock Issuances for Services (2012) | |
On December 12, 2012, the Company granted 200,000 shares of restricted common stock to a consultant for website development services provided. The total fair value of the common stock was $10,000 based on the closing price of the Company’s common stock on the date of grant. | |
On December 12, 2012, the Company granted 20,000 shares of restricted common stock to an employee for services provided. The total fair value of the common stock was $1,000 based on the closing price of the Company’s common stock on the date of grant. | |
On December 12, 2012, the Company granted 50,000 shares of restricted common stock to an employee for services provided. The total fair value of the common stock was $2,500 based on the closing price of the Company’s common stock on the date of grant. | |
On December 12, 2012, the Company issued 150,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $7,500 based on the closing price of the Company’s common stock on the date of grant. | |
On November 6, 2012, the Company granted 73,000 shares of restricted common stock as a debt offering cost on the Dutchess Capital convertible debt financing. The total fair value of the common stock was $5,110 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company granted 100,000 shares of restricted common stock to a consultant for services provided. The total fair value of the common stock was $8,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company granted another 100,000 shares of restricted common stock to a consultant for services provided. The total fair value of the common stock was $8,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company granted 50,000 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company granted another 50,000 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company issued 150,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $12,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company granted 50,000 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company granted 50,000 S-8 shares common stock to a consultant for video production services provided. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company’s Board of Directors granted the issuance of 250,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $20,000 based on the closing price of the Company’s common stock on the date of grant. | |
On October 12, 2012, the Company’s Board of Directors granted the issuance of 312,500 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant. | |
On August 28, 2012, the Company granted 200,000 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $22,000 based on the closing price of the Company’s common stock on the date of grant. | |
On August 28, 2012, the Company granted 75,000 S-8 shares of common stock to a consultant for business development services provided. The total fair value of the common stock was $8,250 based on the closing price of the Company’s common stock on the date of grant. | |
On August 28, 2012, the Company granted 50,000 S-8 shares of common stock to a consultant for website development services provided. The total fair value of the common stock was $5,500 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012, the Company granted 25,000 shares of restricted common stock to a consultant for services provided. The total fair value of the common stock was $3,750 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012, the Company granted 150,000 shares of restricted common stock to a consultant for services provided. The total fair value of the common stock was $22,500 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012, the Company issued 50,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $7,500 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012, the Company issued 70,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $10,500 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012, the Company granted 25,000 S-8 shares of common stock to a consultant for services provided. The total fair value of the common stock was $3,750 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012, the Company granted 100,000 S-8 shares of common stock to a consultant for services provided. The total fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012, the Company’s Board of Directors granted the issuance of 143,154 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $21,473 based on the closing price of the Company’s common stock on the date of grant. | |
On July 10, 2012, the Company’s Board of Directors granted the issuance of 91,800 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $13,770 based on the closing price of the Company’s common stock on the date of grant. | |
On April 30, 2012, the Company granted 175,000 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $8,750 based on the closing price of the Company’s common stock on the date of grant. | |
On April 30, 2012, the Company issued 500,000 shares of restricted common stock for business development services provided. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant. | |
On April 30, 2012, the Company issued 500,000 shares of restricted common stock to another consultant for business development services provided. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant. | |
On April 30, 2012, the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant. | |
On April 30, 2012, the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant. | |
On April 30, 2012, the Company issued 50,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $2,500 based on the closing price of the Company’s common stock on the date of grant. | |
On April 30, 2012, the Company issued 50,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $2,500 based on the closing price of the Company’s common stock on the date of grant. | |
On April 18, 2012, the Company issued 600,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $42,000 based on the closing price of the Company’s common stock on the date of grant. The Company retained the right to re-purchase the shares for $42,000 during the next six months. | |
On February 29, 2012, the Company granted 50,000 S-8 shares of common stock for professional services provided. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on May 14, 2012. | |
On February 29, 2012, the Company granted 50,000 S-8 shares of common stock for Information Technology services provided. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on May 14, 2012. | |
On February 29, 2012, the Company’s Board of Directors granted the issuance of 650,000 shares of restricted common stock to the Company’s CEO as payment on accrued compensation. The total fair value of the common stock was $52,000 based on the closing price of the Company’s common stock on the date of grant. | |
On February 29, 2012, the Company’s Board of Directors granted the issuance of 500,000 shares of restricted common stock to the Company’s President of Programming as payment on accrued compensation. The total fair value of the common stock was $40,000 based on the closing price of the Company’s common stock on the date of grant. | |
On February 29, 2012, the Company granted 25,000 shares of restricted common stock to an employee as a bonus for services provided. The total fair value of the common stock was $2,000 based on the closing price of the Company’s common stock on the date of grant. | |
On February 29, 2012, the Company granted 15,000 shares of restricted common stock to an employee as a bonus for services provided. The total fair value of the common stock was $1,200 based on the closing price of the Company’s common stock on the date of grant. | |
On February 29, 2012, the Company granted 130,800 shares of restricted common stock to a consultant for video production services provided. The total fair value of the common stock was $10,464 based on the closing price of the Company’s common stock on the date of grant. | |
On February 29, 2012, the Company granted 100,000 shares of restricted common stock to a consultant for Information Technology services provided. The total fair value of the common stock was $8,000 based on the closing price of the Company’s common stock on the date of grant. | |
Common Stock Cancellations (2013) | |
There were no cancellations of common stock during the year ended December 31, 2013. | |
Common Stock Cancellations (2012) | |
On May 16, 2012, the Company cancelled 361,765 shares for non-performance of services commensurate with the departure of one of the Company’s Officers. | |
Note_14_Common_Stock_Options
Note 14 - Common Stock Options | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Note 14 - Common Stock Options | ' | ||||||||||||
Common Stock Options Granted (2013) | |||||||||||||
On January 8, 2013, the Company’s Board of Directors granted 300,000 fully vested common stock options as compensation for service on the Board of Directors in 2013 to one of its directors. The options are exercisable until January 8, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 177% and a call option value of $0.0368, was $11,048. | |||||||||||||
On January 8, 2013, the Company’s Board of Directors granted 100,000 fully vested common stock options as compensation for service on the Board of Directors in 2013 to one of its directors. The options are exercisable until January 8, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 177% and a call option value of $0.0368, was $3,683. | |||||||||||||
On January 8, 2013, the Company’s Board of Directors granted 250,000 fully vested common stock options as compensation for service on the Board of Directors in 2013 to one of its directors. The options are exercisable until January 8, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 177% and a call option value of $0.0368, was $9,206. | |||||||||||||
On January 8, 2013, the Company’s Board of Directors granted 500,000 fully vested common stock options as compensation for services to a consultant. The options are exercisable until January 8, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 177% and a call option value of $0.0368, was $18,413. | |||||||||||||
Common Stock Options Granted (2012) | |||||||||||||
On February 29, 2012 the Company’s Board of Directors granted 150,000 cashless stock options as compensation for business development services to a consultant. The options are exercisable until February 28, 2015 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 207% and a call option value of $0.0560, was $8,404. | |||||||||||||
On February 29, 2012 the Company’s Board of Directors granted 300,000 cashless stock options as compensation for service on the Board of Directors to one of its directors. The options are exercisable until February 28, 2015 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 207% and a call option value of $0.0560, was $16,807. | |||||||||||||
Common Stock Options Cancelled (2013) | |||||||||||||
No options or were cancelled during the year ended December 31, 2013. | |||||||||||||
Common Stock Options Cancelled (2012) | |||||||||||||
A total of 2,299,000 options were forfeited and cancelled with the departure of two of the Company’s Directors and one of its Officers during the year ended December 31, 2012. | |||||||||||||
Common Stock Options Expired (2013) | |||||||||||||
During the year ended December 31, 2013, a total of 3,825,000 options that were outstanding as of December 31, 2012 expired. The expiration of the options and warrants had no impact on the current period operations. | |||||||||||||
Common Stock Options Expired (2012) | |||||||||||||
During the year ended December 31, 2012, a total of 1,100,000 options that were outstanding as of December 31, 2011 expired. The expiration of the options had no impact on the current period operations. | |||||||||||||
Common Stock Options Exercised | |||||||||||||
No options were exercised during the years ended December 31, 2013 and 2012. | |||||||||||||
The following is a summary of information about the Common Stock Options outstanding at December 31, 2013. | |||||||||||||
Shares Underlying | |||||||||||||
Shares Underlying Options Outstanding | Options Exercisable | ||||||||||||
Weighted | |||||||||||||
Shares | Average | Weighted | Shares | Weighted | |||||||||
Range of | Underlying | Remaining | Average | Underlying | Average | ||||||||
Exercise | Options | Contractual | Exercise | Options | Exercise | ||||||||
Prices | Outstanding | Life | Price | Exercisable | Price | ||||||||
$0.08 – $0.25 | 3,740,000 | 1.34 years | $ | 0.17 | 3,740,000 | $ | 0.17 | ||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Average risk-free interest rates | 0.25 | % | 0.3 | % | |||||||||
Average expected life (in years) | 2 | 1.5 | |||||||||||
Volatility | 177 | % | 207 | % | |||||||||
The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock options. During 2013 and 2012, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date. | |||||||||||||
The weighted average fair value of options granted with exercise prices at the current fair value of the underlying stock during the years ended December 31, 2013 and 2012 was approximately $0.08 and $0.08 per option, respectively. | |||||||||||||
The following is a summary of activity of outstanding common stock options: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Number | Exercise | ||||||||||||
of Shares | Price | ||||||||||||
Balance, December 31, 2011 | 9,364,000 | $ | 0.19 | ||||||||||
Options expired | (1,100,000 | ) | (0.19 | ) | |||||||||
Options cancelled | (2,299,000 | ) | (0.21 | ) | |||||||||
Options granted | 450,000 | 0.08 | |||||||||||
Options exercised | – | – | |||||||||||
Balance, December 31, 2012 | 6,415,000 | 0.18 | |||||||||||
Options expired | (3,825,000 | ) | (0.17 | ) | |||||||||
Options cancelled | – | – | |||||||||||
Options granted | 1,150,000 | 0.08 | |||||||||||
Options exercised | – | – | |||||||||||
Balance, December 31, 2013 | 3,740,000 | $ | 0.17 | ||||||||||
Exercisable, December 31, 2013 | 3,740,000 | $ | 0.17 | ||||||||||
The Company expensed $42,350 and $25,211 from the amortization of common stock options during the years ended December 31, 2013 and 2012, respectively. | |||||||||||||
Note_15_Series_B_Preferred_Sto
Note 15 - Series B Preferred Stock Warrants | 12 Months Ended | |||||||||||||
Dec. 31, 2012 | ||||||||||||||
Note 15 - Series B Preferred Stock Warrants | ' | |||||||||||||
Note 15 - Series B Preferred Stock Warrants | ' | |||||||||||||
The Series B preferred stock warrants are exercisable into shares of Series B preferred stock, which in turn is convertible at the option of the holder into shares of common stock at an initial ratio of one share of series B preferred stock into one share of common stock (1:1), as adjusted for the dilutive effects of additional stock subsequent to the original issuance of the series B shares on December 17, 2010 as disclosed in more detail within Note 12. As of March 31, 2014, the Series B warrants were convertible into shares of Series B convertible stock, which is convertible into 10,404,883 shares of common stock. | ||||||||||||||
Series B Preferred Stock Warrants Granted | ||||||||||||||
No series B preferred stock warrants were granted during the years ended December 31, 2013 and 2012. | ||||||||||||||
Series B Preferred Stock Warrants Cancelled | ||||||||||||||
No series B preferred stock warrants were cancelled during the years ended December 31, 2013 and 2012. | ||||||||||||||
Series B Preferred Stock Warrants Expired | ||||||||||||||
No series B preferred stock warrants were expired during the years ended December 31, 2013 and 2012. | ||||||||||||||
Series B Preferred Stock Warrants Exercised | ||||||||||||||
No series B preferred stock warrants were exercised during the years ended December 31, 2013 and 2012. | ||||||||||||||
The following is a summary of information about the Series B Preferred Stock Warrants outstanding at December 31, 2013. | ||||||||||||||
Shares Underlying | ||||||||||||||
Shares Underlying Warrants Outstanding | Warrants Exercisable | |||||||||||||
Weighted | ||||||||||||||
Shares | Average | Weighted | Shares | Weighted | ||||||||||
Range of | Underlying | Remaining | Average | Underlying | Average | |||||||||
Exercise | Warrants | Contractual | Exercise | Warrants | Exercise | |||||||||
Prices | Outstanding | Life | Price | Exercisable | Price | |||||||||
$ | 0.41 | 4,349,339 | 1 year | $ | 0.41 | -0- | $ | -0- | ||||||
The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: | ||||||||||||||
December 31, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Average risk-free interest rates | 0.99 | % | 0.99 | % | ||||||||||
Average expected life (in years) | 1.5 | 1.5 | ||||||||||||
Volatility | 429 | % | 429 | % | ||||||||||
The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s series B preferred stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its series B preferred stock warrants. During 2013 and 2012, there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date. | ||||||||||||||
The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock during the years ended December 31, 2013 and 2012 was approximately $0.41 per warrant. | ||||||||||||||
The following is a summary of activity of outstanding series B preferred stock warrants: | ||||||||||||||
Weighted | ||||||||||||||
Average | ||||||||||||||
Number | Exercise | |||||||||||||
of Shares | Price | |||||||||||||
Balance, December 31, 2011 | 4,349,339 | $ | 0.41 | |||||||||||
Options expired | – | – | ||||||||||||
Options cancelled | – | – | ||||||||||||
Options granted | – | – | ||||||||||||
Options exercised | – | – | ||||||||||||
Balance, December 31, 2012 | 4,349,339 | 0.41 | ||||||||||||
Options expired | – | – | ||||||||||||
Options cancelled | – | – | ||||||||||||
Options granted | – | – | ||||||||||||
Options exercised | – | – | ||||||||||||
Balance, December 31, 2013 | 4,349,339 | $ | 0.41 | |||||||||||
Exercisable, December 31, 2013 | 4,349,339 | $ | 0.41 | |||||||||||
Note_16_Common_Stock_Warrants
Note 16 - Common Stock Warrants | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | |||||||||||||
Note 16 - Common Stock Warrants | ' | ||||||||||||
Note 16 - Common Stock Warrants | ' | ||||||||||||
Common Stock Warrants Granted (2013) | |||||||||||||
On December 3, 2013, the Company sold 8,500,000 shares of its common stock and an equal number of warrants, exercisable at $0.04 per share over a ten (10) year period pursuant to a unit offering in exchange for total proceeds of $170,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | |||||||||||||
On July 1, 2013, the Company sold 300,000 shares of its common stock and an equal number of warrants, exercisable at $0.08 per share over an eighteen month period pursuant to a unit offering in exchange for total proceeds of $6,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | |||||||||||||
Common Stock Warrants Granted (2012) | |||||||||||||
On August 9, 2012 the Company issued warrants to purchase 200,000 shares at $0.18 per share, exercisable for 60 months in exchange for cash proceeds of $50,000 received pursuant to a convertible debenture. The proceeds received were allocated between the debenture and warrants on a relative fair value basis. The fair value of the common stock warrants using the Black-Scholes option-pricing model is $18,452, or $0.0923 per share, based on 169% volatility and a 0.74% risk-free interest rate. | |||||||||||||
On April 20, 2012, the Company granted 120,000 warrants, exercisable at $0.15 per share over a three year period as part of the sale of a unit offering, including the sale of 120,000 shares of common stock, in exchange for total proceeds of $12,000 received from the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock warrants using the Black-Scholes option-pricing model is $5,810, or $0.0484 per share, based on 176% volatility and a 0.40% risk-free interest rate. | |||||||||||||
On February 14, 2012 the Company issued warrants to purchase 80,000 shares at $0.15 per share, exercisable for 36 months in exchange for cash proceeds of $8,000 from the Company’s CEO in conjunction with the sale of 80,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock warrants using the Black-Scholes option-pricing model is $5,870, or $0.0734 per share, based on 168% volatility and a 0.40% risk-free interest rate. | |||||||||||||
On January 15, 2012 the Company issued warrants to purchase 250,000 shares at $0.15 per share, exercisable for 36 months in exchange for cash proceeds of $25,000 in conjunction with the sale of 250,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock warrants using the Black-Scholes option-pricing model is $17,968, or $0.0719 per share, based on 163% volatility and a 0.34% risk-free interest rate. | |||||||||||||
Common Stock Warrants Cancelled | |||||||||||||
No warrants were cancelled during the years ended December 31, 2013 and 2012. | |||||||||||||
Common Stock Warrants Expired (2013) | |||||||||||||
During the year ended December 31, 2013, a total of 3,275,000 warrants that were outstanding as of December 31, 2012 expired. The expiration of the warrants had no impact on the current period operations. | |||||||||||||
Common Stock Warrants Expired (2012) | |||||||||||||
During the year ended December 31, 2012, a total of 2,407,780 warrants that were outstanding as of December 31, 2011 expired. The expiration of the warrants had no impact on the current period operations. | |||||||||||||
Common Stock Warrants Exercised | |||||||||||||
No warrants were exercised during the years ended December 31, 2013 and 2012. | |||||||||||||
The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2013. | |||||||||||||
Shares Underlying | |||||||||||||
Shares Underlying Warrants Outstanding | Warrants Exercisable | ||||||||||||
Weighted | |||||||||||||
Shares | Average | Weighted | Shares | Weighted | |||||||||
Range of | Underlying | Remaining | Average | Underlying | Average | ||||||||
Exercise | Warrants | Contractual | Exercise | Warrants | Exercise | ||||||||
Prices | Outstanding | Life | Price | Exercisable | Price | ||||||||
$0.04 - $0.41 | 10,319,565 | 8.35 years | $ | 0.08 | 10,319,565 | $ | 0.08 | ||||||
The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Average risk-free interest rates | 0.32 | % | 0.47 | % | |||||||||
Average expected life (in years) | 9.71 | 3.5 | |||||||||||
Volatility | 190 | % | 169 | % | |||||||||
The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock warrants. During 2013 and 2012, there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date. | |||||||||||||
The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock during the years ended December 31, 2013 and 2012 was approximately $0.04 and $0.16 per warrant, respectively. | |||||||||||||
The following is a summary of activity of outstanding common stock warrants: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Number | Exercise | ||||||||||||
of Shares | Price | ||||||||||||
Balance, December 31, 2011 | 6,552,345 | $ | 0.31 | ||||||||||
Warrants expired | (2,407,780 | ) | (0.23 | ) | |||||||||
Warrants cancelled | – | – | |||||||||||
Warrants granted | 650,000 | 0.16 | |||||||||||
Warrants exercised | – | – | |||||||||||
Balance, December 31, 2012 | 4,794,565 | 0.33 | |||||||||||
Warrants expired | (3,275,000 | ) | (0.34 | ) | |||||||||
Warrants cancelled | – | – | |||||||||||
Warrants granted | 8,800,000 | 0.04 | |||||||||||
Warrants exercised | – | – | |||||||||||
Balance, December 31, 2013 | 10,319,565 | $ | 0.08 | ||||||||||
Exercisable, December 31, 2013 | 10,319,565 | $ | 0.08 | ||||||||||
Note_17_Forgiveness_of_Debt
Note 17 - Forgiveness of Debt | 12 Months Ended |
Dec. 31, 2012 | |
Note 17 - Forgiveness Of Debt | ' |
Note 17 - Forgiveness of Debt | ' |
The Company recognized debt forgiveness in the total amount of $-0- and $13,020 during the years ended December 31, 2013 and 2012, respectively, as presented in other income within the Statements of Operations. |
Note_18_Income_Taxes
Note 18 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Note 18 - Income Taxes | ' | ||||||||
The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. | |||||||||
For the years ended December 31, 2013 and 2012, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2013, the Company had approximately $15,282,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2025. | |||||||||
The components of the Company’s deferred tax asset are as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 5,348,700 | $ | 4,821,950 | |||||
Net deferred tax assets before valuation allowance | $ | 5,348,700 | $ | 4,821,950 | |||||
Less: Valuation allowance | (5,348,700 | ) | (4,821,950 | ) | |||||
Net deferred tax assets | $ | – | $ | – | |||||
Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2013 and 2012, respectively. | |||||||||
A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Federal and state statutory rate | 35 | % | 35 | % | |||||
Change in valuation allowance on deferred tax assets | (35 | %) | (35 | %) | |||||
In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. | |||||||||
19_Future_Minimum_Lease_Paymen
19. Future Minimum Lease Payments | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Leases [Abstract] | ' | ||||||
19. Future Minimum Lease Payments | ' | ||||||
Effective July 1, 2013, we leased our office space in Las Vegas, Nevada under a 3-year operating lease expiring August 31, 2016. The lease provides for increases in future minimum annual rental payments based on defined annual increases beginning with monthly payments of $2,997 and culminating in a monthly payment of $3,191 in 2016. The lease contains provisions for future rent increases and rent free periods for the first two months of the lease. The total amount of rental payments due over the lease term is being charged to rent expense according to the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is credited or charged to “Deferred rent obligation,” in the accompanying Balance Sheets. | |||||||
Future minimum lease payments required under operating leases according to our fiscal year-end are as follows: | |||||||
Year Ending | |||||||
December 31, | Amount | ||||||
2014 | $ | 36,297 | |||||
2015 | 37,407 | ||||||
2016 | 25,530 | ||||||
Thereafter | – | ||||||
$ | 99,234 | ||||||
Rent expense was $39,636 and $48,300 for the years ended December 31, 2013 and 2012, respectively. |
Note_20_Commitments
Note 20 - Commitments | 12 Months Ended |
Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Note 20 - Commitments | ' |
On October 10, 2005 the Company entered into a ten-year distribution agreement with Comcast Programming Development, Inc. (“Comcast”), an affiliated entity of Comcast Corporation. Pursuant to the terms of the agreement, Comcast carries PNTV’s Gaming Channel on its Digital VOD Cable Platform, which provides programming directly related to the gaming industry and targeting the existing approximately $70 billion market. The Company owns and operates 100% of the channel. Pursuant to the agreement, the Company formed a wholly owned subsidiary, Players Network on Demand. Comcast has the option to purchase up to 40% of the common stock in the subsidiary for fair market value beginning on April 10, 2007. |
Note_21_Concentrations_in_Sale
Note 21 - Concentrations in Sales to Few Customers | 12 Months Ended |
Dec. 31, 2012 | |
Concentration Risks, Types, No Concentration Percentage [Abstract] | ' |
Note 21 - Concentrations in Sales to Few Customers | ' |
The largest two customers accounted for 82% and 91% of revenues for the year ended December 31, 2013 and 2012, respectively. An adverse change in the Company’s relationship with these customers could negatively affect the Company’s revenues and their results of operations. |
Note_22_Company_is_Dependent_o
Note 22 - Company is Dependent on Few Major Suppliers | 12 Months Ended |
Dec. 31, 2012 | |
Notes to Financial Statements | ' |
Note 22 - Company is Dependent on Few Major Suppliers | ' |
The Company is dependent on third-party vendors for all of its video content production and services. In 2013 and 2012, purchases from the Company’s two largest vendors accounted for approximately 71% and 50% of direct operating costs, respectively. The Company is dependent on the ability of its vendors to provide services and content on a timely basis and on favorable pricing terms. The loss of certain suppliers could have a material adverse effect on the Company. The Company believes that its relationships with its suppliers are satisfactory. | |
Note_23_Subsequent_Events
Note 23 - Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Note 23 - Subsequent Events | ' |
Note 23 – Subsequent Events | |
Convertible Debenture Proceeds and Repayments | |
On January 31, 2014, the Company repaid $39,239 on the Eighth Asher Note, consisting of $25,500 of principal and $13,739 of interest and prepayment penalties. The convertible promissory note was subsequently cancelled as paid in full. | |
On February 20, 2014, the Company received net proceeds of $40,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $44,000 (“Third JMJ Note”), which matures on February 20, 2015, as part of a larger financing agreement that enables the Company to draw total proceeds of $400,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty five percent (65%) of the lowest trading price of the Company’s common stock over the twenty five (25) trading days prior to the conversion request date. The note carries a one-time twelve percent (12%) of principal interest charge in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company must at all times reserve at least 35 million shares of common stock for potential conversions. | |
On January 8, 2014, the Company received $25,500 in exchange for an unsecured convertible promissory note that carries an 8% interest rate (“First GEL Note”), which matures on October 8, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the average of the two (2) lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries an eighteen percent (18%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,250 that is being amortized on the straight line method, which approximates the effective interest method, over the life of the loan. | |
On January 8, 2014, the Company received $25,500 in exchange for an unsecured convertible promissory note that carries an 8% interest rate (“First LG Note”), which matures on October 8, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the average of the two (2) lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries an eighteen percent (18%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,250 that is being amortized on the straight line method, which approximates the effective interest method, over the life of the loan. | |
Common Stock Sales | |
On March 28, 2014, the Company sold 2,000,000 shares of its common stock and an equal number of warrants, exercisable at $0.07 per share over a thirty six month period pursuant to a unit offering in exchange for total proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | |
On January 30, 2014, the Company sold 1,000,000 shares of its common stock and an equal number of warrants, exercisable at $0.07 per share over a twenty four month period pursuant to a unit offering in exchange for total proceeds of $40,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | |
On January 23, 2014, the Company sold 600,000 shares of its common stock for proceeds of $15,000. | |
On January 21, 2014, the Company sold 800,000 shares of its common stock for proceeds of $20,000. | |
Common Stock Issuances for Debt Conversions | |
On March 14, 2014, the Company issued 2,000,000 shares of common stock pursuant to the conversion of $26,000 of outstanding principal on the First JMJ Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On February 24, 2014, the Company issued 1,000,000 shares of common stock pursuant to the conversion of $13,000 of outstanding principal on the First JMJ Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
Common Stock Issuances for Services | |
On March 24, 2014, the Company issued 733,333 shares of restricted common stock for video production services provided. The total fair value of the common stock was $33,734 based on the closing price of the Company’s common stock on the date of grant. | |
On March 3, 2014, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $14,950 based on the closing price of the Company’s common stock on the date of grant. | |
On February 20, 2014, the Company issued 4,000,000 shares of common stock to its CEO as a compensation bonus. The total fair value of the common stock was $120,000 based on the closing price of the Company’s common stock on the date of grant. | |
On February 20, 2014, the Company issued 300,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $9,000 based on the closing price of the Company’s common stock on the date of grant. | |
On January 13, 2014, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $24,500 based on the closing price of the Company’s common stock on the date of grant. | |
On January 13, 2014, the Company issued 75,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $3,675 based on the closing price of the Company’s common stock on the date of grant. | |
On January 13, 2014, the Company issued 50,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $2,450 based on the closing price of the Company’s common stock on the date of grant. | |
On January 13, 2014, the Company issued 50,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $2,450 based on the closing price of the Company’s common stock on the date of grant. | |
On January 13, 2014, the Company issued 500,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $24,500 based on the closing price of the Company’s common stock on the date of grant. | |
Common Stock Cancellations | |
On March 6, 2014, the Company cancelled 750,000 shares issued during 2013 for non-performance of services commensurate with the departure of one of the Company’s former employees. | |
On March 6, 2014, the Company cancelled 150,000 shares issued during 2013 for non-performance of services commensurate with the departure of one of the Company’s Directors. | |
Common Stock Option Issuances | |
On March 1, 2014, the Company’s Board of Directors granted 600,000 common stock options as compensation for services to a consultant. The options vest ratably in monthly increments over six (6) months beginning April 1, 2014. The options are exercisable until March 1, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 247% and a call option value of $0.0273, was $16,365. | |
On March 1, 2014, the Company’s Board of Directors granted 600,000 common stock options as compensation for services to another consultant. The options vest ratably in monthly increments over six (6) months beginning April 1, 2014. The options are exercisable until March 1, 2017 at an exercise price of $0.08 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 247% and a call option value of $0.0273, was $16,365. | |
On February 20, 2014, the Company’s Board of Directors granted 8,000,000 fully vested cashless common stock options to the Company’s CEO as compensation for services provided. The options are exercisable until February 20, 2018 at an exercise price of $0.04 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 248% and a call option value of $0.0272, was $217,971. | |
Common Stock Options Expired | |
On February 8, 2014, a total of 400,000 options amongst four option holders expired. |
Note_1_Nature_of_Business_and_
Note 1 - Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Segment Reporting | ' | ||||||||
Segment Reporting | |||||||||
Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. | |||||||||
Fair Value of Financial Instruments | ' | ||||||||
Fair Value of Financial Instruments | |||||||||
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no other items that required fair value measurement on a recurring basis. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
PNTV maintains cash balances in non-interest-bearing transaction accounts, which do not currently 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. There were no cash equivalents on hand at December 31, 2013 and 2012. | |||||||||
Allowance for Doubtful Accounts | ' | ||||||||
Allowance for Doubtful Accounts | |||||||||
We generate the majority of our revenues and corresponding accounts receivable from video production services on a project basis and subscriptions for video content. We evaluate the collectability of our accounts receivable considering a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific reserve for bad debts against amounts due in order to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on past write-off experience and the length of time the receivables are past due. Bad debts expense (recoveries) was $-0- and $(240) for the years ended December 31, 2013 and 2012, respectively. | |||||||||
Cost Method of Accounting for Investments | ' | ||||||||
Cost Method of Accounting for Investments | |||||||||
Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such Investee companies is not included in the Balance Sheet or Statement of Operations. However, impairment charges are recognized in the Statement of Operations. If circumstances suggest that the value of the Investee Company has subsequently recovered, such recovery is not recorded. Impairment analyses on our investments which are accounted for on the cost method of accounting resulted in complete impairment of $25,499 during 2011. | |||||||||
Deferred Television Costs | ' | ||||||||
Deferred Television Costs | |||||||||
Deferred television costs as of December 31, 2013, included direct production and development costs stated at the lower of cost or net realizable value based on anticipated revenue. Production overhead is not included as the Company outsources its production costs to third party vendors. Capitalized television production costs for each pilot episode are to be expensed as revenues are recognized upon delivery and acceptance of the completed pilot episodes using the individual-film-forecast-computation method for each television show produced. The Company recognized $95,000 of revenues on November 1, 2012 with the completion of the first of three pilot episodes; accordingly, we have recognized $75,617 of expenses related to the development of the pilot during the year ended December 31, 2012. No revenues were recognized in 2013 due to our lack of resources and inability to jointly market and distribute the pilot episodes. | |||||||||
Deferred television costs consist of the following at December 31, 2013 and 2012, respectively: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Development and pre-production costs | $ | – | $ | – | |||||
In-production | 68,264 | 68,264 | |||||||
Post production | 48,190 | 48,190 | |||||||
Total deferred television costs | $ | 116,454 | $ | 116,454 | |||||
Due to practical limitations applicable to monetizing our developed content over On-Demand networks, the Company has not considered collectability of advertising or television license revenues to be reasonably assured, and accordingly, the Company has expensed production costs related to the development of our On-Demand and internet-based content as incurred. | |||||||||
Fixed Assets | ' | ||||||||
Fixed Assets | |||||||||
Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: | |||||||||
Software | 3 years | ||||||||
Office equipment and website development costs | 5 years | ||||||||
Furniture and fixtures | 7 years | ||||||||
Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations. | |||||||||
Impairment of Long-Lived Assets | ' | ||||||||
Impairment of Long-Lived Assets | |||||||||
Long-lived assets held and used by PNTV are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. PNTV did not recognize any impairment losses on the disposal of fixed assets during 2013 and 2012. | |||||||||
Debt Issuance Costs | ' | ||||||||
Debt Issuance Costs | |||||||||
Costs relating to obtaining certain debts are capitalized and amortized over the term of the related debt using the straight-line method, which approximates the effective interest method. The Company paid $18,260 and $20,160 of debt issuance costs during the years ended December 31, 2013 and 2012, respectively, of which the unamortized balance of debt issuance costs at December 31, 2013 and 2012 was $3,399 and $12,695, respectively. Amortization of debt issuance costs charged to interest expense was $27,556 and $7,465 for the years ended December 31, 2013 and 2012, respectively. When a loan is paid in full, any unamortized financing costs are removed from the related accounts and charged to interest expense. | |||||||||
Deferred Rent Obligation | ' | ||||||||
Deferred Rent Obligation | |||||||||
The Company has entered into operating lease agreements for its corporate office which contains provisions for future rent increases. In accordance with generally accepted accounting principles, the Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease terms. The difference between rent expense recorded and the amount paid is credited or charged to “Deferred rent obligation,” which is reflected as a separate line item in the accompanying Balance Sheets. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
The Company recognizes revenue from its internet television platform from internally generated products and from partnered merchants when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria are met when the customers purchase a product or access a web-based video, the product or web-based video has been electronically delivered to the purchaser and payment has been received. At that time, the Company's obligations to the customer is substantially complete. The Company records the net amount it retains from the sale of items from its internet television platform after paying any agreed upon percentage of the purchase price to the featured advertising merchant excluding any applicable taxes. Revenue is recorded on a net basis because the Company is acting as an agent of the partnered merchant in the transaction. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. | |||||||||
Network revenue consists of monthly network broadcast subscription revenue, which is recognized over the period in which the subscription service is available. Broadcast television advertising revenue is recognized when advertisements are aired. Video production revenue is recognized as digital video film is completed and accepted by the customer and collection is reasonably assured. And, merchandise revenue is recognized when products are delivered. | |||||||||
Revenue from the distribution of domestic television series is recognized as earned using the following criteria: | |||||||||
· | Persuasive evidence of an arrangement exists; | ||||||||
· | The show/episode is complete, and in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery; | ||||||||
· | The license period has begun and the customer can begin its exploitation, exhibition or sale; | ||||||||
· | The price to the customer is fixed and determinable; and | ||||||||
· | Collectability is reasonably assured. | ||||||||
Due to practical limitations applicable to operating relationships with On-Demand networks, the Company has not considered collectability of advertising or television license revenues to be reasonably assured, and accordingly, the Company has not recognize such revenue unless payment has been received. | |||||||||
Audio/Video content licensing revenues were recognized when the underlying royalties from the sales of the related products were earned. The Company recognized minimum revenue guarantees, if any, ratably over the term of the license or as earned royalties based on actual sales of the related products, if greater. | |||||||||
Deferred revenues consist of the following at December 31, 2013 and December 31, 2012: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred revenues on television pilot episodes | $ | 135,000 | $ | 135,000 | |||||
Deferred revenues on audio/video content licensing | – | – | |||||||
Total deferred revenues | $ | 135,000 | $ | 135,000 | |||||
Derivative Liability | ' | ||||||||
Derivative Liability | |||||||||
The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. | |||||||||
Advertising Costs | ' | ||||||||
Advertising Costs | |||||||||
The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $11,684 and $92,312 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
Website Development Costs | ' | ||||||||
Website Development Costs | |||||||||
The Company accounts for website development costs in accordance with ASC 350-50, “Accounting for Website Development Costs” (“ASC 350-50”), wherein website development costs are segregated into three activities: | |||||||||
1) | Initial stage (planning), whereby the related costs are expensed. | ||||||||
2) | Development (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. | ||||||||
3) | Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. | ||||||||
The Company had no capitalized website development costs during the years ended December 31, 2013 and 2012 related to its internet television platforms pursuant to the development stage. | |||||||||
Basic and Diluted Loss Per Share | ' | ||||||||
Basic and Diluted Loss Per Share | |||||||||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For 2013 and 2012, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. | |||||||||
Stock-Based Compensation | ' | ||||||||
Stock-Based Compensation | |||||||||
The Company adopted FASB guidance on stock based compensation on January 1, 2006. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Stock and stock options issued for services and compensation totaled $449,667 and $561,729 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
PNTV recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. PNTV provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. | |||||||||
Uncertain Tax Positions | ' | ||||||||
Uncertain Tax Positions | |||||||||
In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. | |||||||||
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. | |||||||||
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. | |||||||||
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. | |||||||||
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. | |||||||||
Recent Accounting Pronouncements | ' | ||||||||
Recent Accounting Pronouncements | |||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations. |
Note_1_Basis_of_Presentation_T
Note 1 - Basis of Presentation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Deferred television costs | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Development and pre-production costs | $ | – | $ | – | |||||
In-production | 68,264 | 68,264 | |||||||
Post production | 48,190 | 48,190 | |||||||
Total deferred television costs | $ | 116,454 | $ | 116,454 | |||||
Estimated Useful Lives | ' | ||||||||
Software | 3 years | ||||||||
Office equipment and website development costs | 5 years | ||||||||
Furniture and fixtures | 7 years | ||||||||
Deferred revenues | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred revenues on television pilot episodes | $ | 135,000 | $ | 135,000 | |||||
Deferred revenues on audio/video content licensing | – | – | |||||||
Total deferred revenues | $ | 135,000 | $ | 135,000 |
Note_4_Fair_Value_of_Financial1
Note 4 - Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||
Valuation of financial instruments at fair value on a non-recurring basis | ' | ||||||||
Fair Value Measurements at December 31, 2013 | |||||||||
Level 1 | Level 2 | Level 3 | |||||||
Assets | |||||||||
Cash | $ | 4,696 | $ | – | $ | – | |||
Total assets | 4,696 | – | – | ||||||
Liabilities | |||||||||
Convertible debentures, net of discounts of $53,579 | – | – | 82,421 | ||||||
Short term debt | – | 35,000 | – | ||||||
Derivative liability | – | – | 648,298 | ||||||
Total liabilities | – | 35,000 | 730,719 | ||||||
$ | 4,696 | $ | -35,000 | $ | -730,719 | ||||
Fair Value Measurements at December 31, 2012 | |||||||||
Level 1 | Level 2 | Level 3 | |||||||
Assets | |||||||||
Cash | $ | 2,076 | $ | – | $ | – | |||
Total assets | 2,076 | – | – | ||||||
Liabilities | |||||||||
Convertible debentures, net of discounts of $196,092 | – | – | 19,408 | ||||||
Short term debt | – | 35,000 | – | ||||||
Derivative liability | – | – | 356,608 | ||||||
Total liabilities | – | 35,000 | 376,016 | ||||||
$ | 2,076 | $ | -35,000 | $ | -376,016 | ||||
Note_7_Fixed_Assets_Tables
Note 7 - Fixed Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Fixed assets | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Office equipment | $ | 12,898 | $ | 12,898 | |||||
Website development costs | 99,880 | 99,880 | |||||||
Furniture and fixtures | 2,730 | 2,730 | |||||||
Less accumulated depreciation | (52,749 | ) | (29,804 | ) | |||||
$ | 62,759 | $ | 85,704 |
Note_8_Accrued_Expenses_Tables
Note 8 - Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Note 8 - Accrued Expenses | ' | ||||||||
Accrued Expenses | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Customer Deposits | $ | 13,500 | $ | 13,500 | |||||
Accrued Payroll, Officers | 19,020 | 68,808 | |||||||
Accrued Payroll and Payroll Taxes | 135,234 | 135,234 | |||||||
Accrued Interest | 14,597 | 7,897 | |||||||
$ | 182,351 | $ | 225,439 |
Note_9_Convertible_Debentures_
Note 9 - Convertible Debentures (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Debentures | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Unsecured $12,500 convertible promissory note originated on October 28, 2013, carries an 8% interest rate (“Ninth Asher Note”), and matures on July 30, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to thirty one percent (31%) of the average of the lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $1,000 that is being amortized on the straight line method, which approximates the effective interest method, over the life of the loan. The Company recognized $582 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. | $ | 12,500 | $ | – | |||||
Unsecured $25,500 convertible promissory note originated on July 30, 2013, carries an 8% interest rate (“Eighth Asher Note”), and matures on May 1, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to thirty five percent (35%) of the average of the lowest closing bid prices of the Company’s common stock for the ninety (90) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that is being amortized on the straight line method, which approximates the effective interest method, over the life of the loan. The Company recognized $1,400 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The principal and interest was subsequently repaid in full prior to maturity on January 31, 2014 out of the proceeds from the January 8, 2014 convertible debt financing received from GEL Properties, LLC. | 25,500 | – | |||||||
On June 4, 2013, the Company received net proceeds of $25,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $27,500 (“Second JMJ Note”), which matures on June 3, 2014, as part of a larger financing agreement that enables the Company to draw total proceeds of $400,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty five percent (65%) of the lowest trading price of the Company’s common stock over the twenty five (25) trading days prior to the conversion request date. The note carries a one-time twelve percent (12%) of principal interest charge if the note isn’t repaid within the first ninety (90) days, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company amortized the $2,500 original issuance discount over the life of the loan on the straight line method. The Company recognized an additional $1,428 and $-0- of interest expense on the discount during the years ended December 31, 2013 and 2012, respectively. The Company must at all times reserve at least 35 million shares of common stock for potential conversions. | 27,500 | – | |||||||
On March 13, 2013, the Company received net proceeds of $55,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $60,500 (“First JMJ Note”), which matured on March 12, 2014, as part of a larger financing agreement that enables the Company to draw total proceeds of $400,000 at the discretion of the lender. On November 27, 2014, an additional $10,000 was added to the principal balance of the note as liquidated damages related to a Standstill Agreement whereby JMJ agreed to refrain from exercising any conversions until February 22, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty five percent (65%) of the lowest trading price of the Company’s common stock over the twenty five (25) trading days prior to the conversion request date. The note carries a one-time twelve percent (12%) of principal interest charge if the note isn’t repaid within the first ninety (90) days, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The principal interest charge of $7,260 is being amortized on the straight line method, which approximates the effective interest method, over the life of the loan. The Company recognized $5,379 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The Company amortized the $5,500 original issuance discount over the life of the loan on the straight line method. The Company recognized an additional $4,396 and $-0- of interest expense on the discount during the years ended December 31, 2013 and 2012, respectively. The Company must at all times reserve at least 35 million shares of common stock for potential conversions. | 70,500 | – | |||||||
Unsecured $35,000 convertible promissory note originated on May 8, 2013, carries an 8% interest rate (“Seventh Asher Note”), and matured on February 13, 2014. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty eight percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $2,500 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The principal and interest was repaid in full prior to maturity on December 13, 2013 out of the proceeds from an equity investment. | – | – | |||||||
On February 5, 2013, the Company received net proceeds of $5,000 in exchange for a non-interest bearing, unsecured convertible promissory note with a face value of $5,500, which matured on March 4, 2013. The principal and interest was convertible into shares of common stock in the event of default at the discretion of the note holder at a price equal to the lesser of sixty percent (60%) of the five (5) day average bid price of the Company’s common stock over the five (5) trading days prior to the conversion request date. The principal and interest was repaid in full prior to maturity on February 23, 2013 out of the proceeds from the Sixth Asher Note described below. | – | – | |||||||
Unsecured $42,500 convertible promissory note originated on February 19, 2013, carried an 8% interest rate (“Sixth Asher Note”), and matured on November 21, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty eight percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $2,500 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The principal and interest was repaid in full prior to maturity on November 26, 2013 out of the proceeds from an equity investment. | – | – | |||||||
Unsecured $35,000 convertible promissory note originated on January 11, 2013, carried an 8% interest rate (“Fifth Asher Note”), and matured on September 16, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty eight percent (58%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $2,500 and $-0- of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert $15,000 of principal in exchange for 3,658,537 shares of common stock on November 19, 2013, and $21,400, consisting of $20,000 of principal and $1,400 of accrued interest in exchange for 5,350,000 shares of common stock on December 9, 2013 in complete satisfaction of the debt. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | – | – | |||||||
Unsecured $32,500 convertible promissory note carried an 8% interest rate (“Fourth Asher Note”), matured on September 14, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty eight percent (58%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $2,328 and $172 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert $15,000 of principal in exchange for 738,916 shares of common stock on June 19, 2013, and $18,800, consisting of $17,500 of principal and $1,300 of accrued interest in exchange for 2,937,500 shares of common stock on August 8, 2013 in complete satisfaction of the debt. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | – | 32,500 | |||||||
On November 6, 2012, the Company received net proceeds of $27,000 in exchange for a non-interest bearing, unsecured convertible promissory note (“Dutchess Capital Note”) with a face value of $35,000 that matured on May 6, 2013. Upon an event of default, the face value was convertible into shares of common stock at the discretion of the note holder at a price equal to, the lesser of either (i) 60% of the lowest closing bid price during the twenty (20) trading days immediately preceding the Notice of Conversion or (ii) seven cents ($0.07) per share. On the ninetieth (90th) day following Closing, the Company was to make mandatory monthly payments to the Holder in the amount of one thousand ($1,000) per month. The Company paid a debt issuance cost of $3,050 and 73,000 shares of restricted stock with a fair market value of $5,110, based on the Company’s closing stock price on the date of grant, and $3,050 in cash. The debt issuance costs were amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $5,787 and $2,373 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The Company amortized the $5,000 original issuance discount over the life of the loan on the straight line method. The Company recognized an additional $3,500 and $1,500 of interest expense on the discount during the years ended December 31, 2013 and 2012, respectively. The principal and accrued interest was paid in full settlement on March 15, 2012 out of the proceeds from the First JMJ Note. | – | 35,000 | |||||||
Unsecured $37,500 convertible promissory note carries an 8% interest rate (“Third Asher Note”), matured on June 10, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $1,453 and $1,047 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert $10,500, $12,000 and $15,000 of principal and $1,500 of accrued interest in exchange for 1,967,213, 1,973,684 and 2,400,000 shares of common stock on March 13, 2013, March 24, 2013 and April 12, 2013, respectively, and the note was converted in complete satisfaction. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | – | 37,500 | |||||||
Unsecured $50,000 convertible promissory note carried an 8% interest rate (“Continental Note”), matured on May 31, 2013. On April 30, 2013, Continental Equities, LLC sold and assigned the remaining principal and accrued interest with all rights and privileges in the original note without recourse to an individual investor who partnered with the Mother of our CEO. The note hereafter shall be referred to as the, (“Roberts Note”). The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to 30% of the average of the three lowest reported daily sale or daily closing bid prices (whichever is the lower) for the Company’s common stock as reported on the OTCQB (or such other OTC Markets or OTC Tiers, stock markets or stock exchange upon which the Company’s common stock is listed or traded) during the thirty (30) trading days immediately preceding the Conversion Date, subject to adjustment as provided herein (including, without limitation, adjustment pursuant to Section 6), or a fixed conversion price of $0.001 per share, whichever is greater. Interest was due and payable, in arrears, on the last day of each month while any portion of the Principal Amount remained outstanding. The note carried a twenty two percent (16%) interest rate in the event of default. The Company paid a debt issuance cost of $1,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $768 and $732 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert $10,000, $5,000, $10,000 and $25,000 of principal and $2,233 of accrued interest in exchange for 925,925, 657,894, 1,250,000 and 6,933,250 shares of common stock on March 1, 2013, March 25, 2013, April 3, 2013 and May 15, 2013, respectively, in accordance with the terms of the note; therefore no gain or loss has been recognized. In addition, 178,571 shares were issued in excess of the conversion terms of the note on April 3, 2013. The fair value of the common stock was $1,625 based on the closing price of the Company’s common stock on the date of grant, and was expensed as a loss on debt conversion. | – | 50,000 | |||||||
Unsecured $37,500 convertible promissory note carried an 8% interest rate (“Second Asher Note”), matured on April 12, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder was limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $2,500 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $924 and $1,576 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert a total of $15,000 of principal in exchange for 914,634 shares of common stock on February 5, 2013, and $22,500 of principal and $1,500 of accrued interest in exchange for 2,162,162 shares of common stock on February 19, 2013, and the note was converted in complete satisfaction. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | – | 37,500 | |||||||
Unsecured $58,000 convertible promissory note carried an 8% interest rate (“First Asher Note”), matured on February 7, 2013. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carried a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid a debt issuance cost of $3,000 that was amortized on the straight line method, which approximated the effective interest method, over the life of the loan. The Company recognized $1,435 and $1,565 of interest expense related to these debt issuance costs during the years ended December 31, 2013 and 2012, respectively. The note holder elected to convert a total of $35,000 of principal in exchange for 1,287,878 shares of common stock during the year ended December 31, 2012. The remaining $23,000 of principal and $2,320 of accrued interest was converted in exchange for 1,233,703 shares of common stock during January of 2013, and the note was converted in complete satisfaction. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. | $ | – | $ | 23,000 | |||||
Total convertible debentures | 136,000 | 215,500 | |||||||
Less: unamortized debt discounts | (53,579 | ) | (196,092 | ) | |||||
Convertible debentures | $ | 82,421 | $ | 19,408 |
Note_11_Short_Term_Debt_Tables
Note 11 - Short Term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Note 11 - Short Term Debt Tables | ' | ||||||||
Short-term debt | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
4% unsecured debenture, due June 7, 2012. Currently in default. | $ | 35,000 | $ | 35,000 | |||||
Interest expense by instrument | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Interest on convertible debentures | $ | 37,364 | $ | 6,405 | |||||
Amortization of discount on convertible debentures | 348,420 | 59,408 | |||||||
Amortization of debt issuance costs | 27,556 | 7,465 | |||||||
Interest on short term debt | 1,400 | 1,400 | |||||||
Accounts payable related finance charges | 1,070 | 993 | |||||||
$ | 415,810 | $ | 75,671 |
Note_12_Derivative_Liabilities1
Note 12 - Derivative Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative Liability [Abstract] | ' | ||||||||
Derivative liability value | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Convertible debentures | $ | 221,275 | $ | 308,065 | |||||
Common stock warrants | 395,144 | 22,814 | |||||||
Convertible preferred stock | 31,879 | 25,729 | |||||||
$ | 648,298 | $ | 356,608 | ||||||
Fair market value of the derivative liability | ' | ||||||||
Derivative | |||||||||
Liability | |||||||||
Total | |||||||||
Balance, December 31, 2011 | $ | – | |||||||
Increase in derivative value due to issuances of convertible promissory notes | 376,957 | ||||||||
Increase in derivative value attributable to tainted warrants | 64,230 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | -26,101 | ||||||||
Debt conversions | -58,478 | ||||||||
Balance, December 31, 2012 | $ | 356,608 | |||||||
Increase in derivative value due to issuances of convertible promissory notes | 351,721 | ||||||||
Increase in derivative value attributable to tainted warrants | 122,062 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | 305,512 | ||||||||
Debt conversions | -487,605 | ||||||||
Balance, December 31, 2013 | $ | 648,298 |
19_Future_Minimum_Lease_Paymen1
19. Future Minimum Lease Payments (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Leases [Abstract] | ' | ||||||
Future Minimum Lease Payments | ' | ||||||
Year Ending | |||||||
December 31, | Amount | ||||||
2014 | $ | 36,297 | |||||
2015 | 37,407 | ||||||
2016 | 25,530 | ||||||
Thereafter | – | ||||||
$ | 99,234 |
Note_1_Deferred_Television_Cos
Note 1 - Deferred Television Costs (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred television costs | ' | ' |
Development and pre-production costs | $0 | $0 |
In-production | 68,264 | 68,264 |
Post production | 48,190 | 48,190 |
Total deferred television costs | $116,454 | $116,454 |
Note_1_Estimated_useful_lives_
Note 1 - Estimated useful lives of the assets (Details 1) | 12 Months Ended |
Dec. 31, 2013 | |
Software | ' |
Estimated useful lives | '3 years |
Office Equipment | ' |
Estimated useful lives | '5 years |
Furniture and Fixtures | ' |
Estimated useful lives | '7 years |
Note_1_Deferred_Revenues_Detai
Note 1 - Deferred Revenues (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred revenues | ' | ' |
Total deferred revenues | $135,000 | $135,000 |
Deferred revenues on television pilot episodes | ' | ' |
Deferred revenues | ' | ' |
Total deferred revenues | 135,000 | 135,000 |
Deferred revenues on audio and video content licensing | ' | ' |
Deferred revenues | ' | ' |
Total deferred revenues | $0 | $0 |
1_Nature_of_Business_and_Signi
1. Nature of Business and Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Nature Of Business And Significant Accounting Policies Details Narrative | ' | ' |
Debt issuance costs | $18,260 | $20,160 |
Advertising and promotions | 11,684 | 92,312 |
Stock and stock options issued for services and compensation | $449,667 | $561,729 |
Note_2_Going_Concern_Details_N
Note 2 - Going Concern (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Note 2 - Going Concern | ' | ' |
Accumulated deficit | ($23,567,996) | ($21,858,894) |
Working Capital | -1,584,201 | ' |
Total liabilities exceeded its total assets | $1,518,043 | ' |
Note_4_Fair_Value_of_Financial2
Note 4 - Fair Value of Financial Instruments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Liabilities | ' | ' | ' |
Derivative liabilities | $648,298 | $356,608 | $0 |
Fair Value Inputs Level 1 Fair Value Measurements Nonrecurring | ' | ' | ' |
Assets | ' | ' | ' |
Cash | 4,696 | 2,076 | ' |
Total assets | 4,696 | 2,076 | ' |
Liabilities | ' | ' | ' |
Convertible debentures, net of discounts of $157,003 | 0 | 0 | ' |
Short term debt | 0 | 0 | ' |
Derivative liabilities | 0 | 0 | ' |
Total Liabilities | 0 | 0 | ' |
Other | 0 | 2,076 | ' |
Fair Value Inputs Level 2 Fair Value Measurements Nonrecurring | ' | ' | ' |
Assets | ' | ' | ' |
Cash | 0 | 0 | ' |
Total assets | 0 | 0 | ' |
Liabilities | ' | ' | ' |
Convertible debentures, net of discounts of $157,003 | 0 | 0 | ' |
Short term debt | 35,000 | 35,000 | ' |
Derivative liabilities | 0 | 0 | ' |
Total Liabilities | 35,000 | 35,000 | ' |
Other | -35,000 | -35,000 | ' |
Fair Value Inputs Level 3 Fair Value Measurements Nonrecurring | ' | ' | ' |
Assets | ' | ' | ' |
Cash | 0 | 0 | ' |
Total assets | 0 | 0 | ' |
Liabilities | ' | ' | ' |
Convertible debentures, net of discounts of $157,003 | 82,421 | 19,408 | ' |
Short term debt | 0 | 0 | ' |
Derivative liabilities | 648,298 | 356,608 | ' |
Total Liabilities | 730,719 | 376,016 | ' |
Other | ($730,719) | ($376,016) | ' |
Note_7_Fixed_Assets_Details
Note 7 - Fixed Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fixed assets | ' | ' |
Office equipment | $12,898 | $12,898 |
Website development costs | 99,880 | 99,880 |
Furniture and fixtures | 2,730 | 2,730 |
Less accumulated depreciation | -52,749 | -29,804 |
Fixed assets, net | $62,759 | $85,704 |
Note_7_Fixed_Assets_Details_Na
Note 7 - Fixed Assets (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Realized a gain on sale of assets | $0 | $5,250 |
Proceeds from sale of fixed assets | 0 | 10,162 |
Sale of fixed assets, Combined carrying value | ' | 4,912 |
Depreciation and amortization expense | $22,945 | $22,945 |
Note_7_Accrued_Expenses_Detail
Note 7 - Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued expenses | ' | ' |
Customer Deposits | $13,500 | $13,500 |
Accrued Payroll, Officers | 19,020 | 68,808 |
Accrued Payroll and Payroll Taxes | 135,234 | 135,234 |
Accrued Interest | 14,597 | 7,897 |
Accrued expenses | $182,351 | $225,439 |
Note_9_Convertible_Debentures_1
Note 9 - Convertible Debentures (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Convertible debenture total | $136,000 | $215,500 |
Unamortized debt discount | -53,579 | -196,092 |
Convertible debenture current portion | 82,421 | 19,408 |
On October 28, 2013 | ' | ' |
Convertible debenture total | 12,500 | 0 |
On July 30, 2013 [Member] | ' | ' |
Convertible debenture total | 25,500 | 0 |
On June 04,2013 [Member] | ' | ' |
Convertible debenture total | 27,500 | 0 |
On March 13, 2013 Two [Member] | ' | ' |
Convertible debenture total | 70,500 | 0 |
On May 8, 2013 [Member] | ' | ' |
Convertible debenture total | 0 | 0 |
On February 5, 2013 [Member] | ' | ' |
Convertible debenture total | 0 | 0 |
On February 19, 2013 [Member] | ' | ' |
Convertible debenture total | 0 | 0 |
On January 11, 2013 [Member] | ' | ' |
Convertible debenture total | 0 | 0 |
On September 14, 2013 [Member] | ' | ' |
Convertible debenture total | 0 | 32,500 |
On November 6, 2012 [Member] | ' | ' |
Convertible debenture total | 0 | 35,000 |
On June 10, 2013 [Member] | ' | ' |
Convertible debenture total | 0 | 37,500 |
On May 31, 2013 [Member] | ' | ' |
Convertible debenture total | 0 | 50,000 |
On April 12, 2013 [Member] | ' | ' |
Convertible debenture total | 0 | 37,500 |
On February 7, 2013 [Member] | ' | ' |
Convertible debenture total | $0 | $23,000 |
Note_9_Convertible_Debentures_2
Note 9 - Convertible Debentures (Details Narratives) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Disclosure [Abstract] | ' | ' |
Discounts on variable conversion feature | $206,858 | $255,500 |
Interest expense pursuant to the amortization | 348,420 | 59,408 |
Interest expense on convertible debt | $37,364 | $6,405 |
Note_11_Short_Term_Debt_Detail
Note 11 - Short Term Debt (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Note 11 - Short Term Debt Tables | ' | ' |
4% unsecured debenture, due June 7, 2012. Currently in default | $35,000 | $35,000 |
Note_11_Short_Term_Debt_Compon
Note 11 - Short Term Debt - Componenets of Interest Expense (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Interest expense | $415,810 | $75,671 |
Interest on convertible debentures | ' | ' |
Interest expense | 37,364 | 6,405 |
Amortization of discount | ' | ' |
Interest expense | 348,420 | 59,408 |
Amortization of debt issuance costs | ' | ' |
Interest expense | 27,556 | 7,465 |
Interest on short term debt | ' | ' |
Interest expense | 1,400 | 1,400 |
Accounts payable related | ' | ' |
Interest expense | $1,070 | $993 |
Note_12_Derivative_Liabilities2
Note 12 - Derivative Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Derivative Liabilities | $648,298 | $356,608 | $0 |
Convertible Debentures | ' | ' | ' |
Derivative Liabilities | 221,275 | 308,065 | ' |
Warrants | ' | ' | ' |
Derivative Liabilities | 395,144 | 22,814 | ' |
Convertible Preferred Stock | ' | ' | ' |
Derivative Liabilities | $31,879 | $25,729 | ' |
Note_12_Derivative_Liabilities3
Note 12 - Derivative Liabilities (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of changes in the fair market value of the derivative liability | ' | ' |
Derivative liability - beginning balance | $356,608 | $0 |
Increase in derivative value due to issuances of convertible promissory notes | 351,721 | 376,957 |
Increase in derivative value attributable to tainted warrants | 122,062 | 64,230 |
Change in fair market value of derivative liabilities due to the mark to market adjustment | 305,512 | -26,101 |
Debt conversion | -487,605 | -58,478 |
Derivative liability - ending balance | $648,298 | $356,608 |
Note_12_Derivative_Liabilities4
Note 12 - Derivative Liabilities (Details Narratives) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Derivative Liability [Abstract] | ' | ' | ' |
Fair Value | $648,298 | $356,608 | $0 |
Loss from change in fair value of derivative liabilities | 580,888 | 164,586 | ' |
Loss due to value in excess of face value of convertible notes | -153,314 | -126,457 | ' |
Loss (Gain) attributable to fair value of preferred stock | -6,150 | 25,729 | ' |
Loss (Gain) attributable to fair value of warrants | -372,330 | 62,065 | ' |
Net loss in market value on convertible notes | ($49,094) | ($49,665) | ' |
Note_14_Common_Stock_Options_o
Note 14 - Common Stock Options outstanding (Details) (Common Stock Options, USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Common Stock Options | ' | ' | ' |
Range of Exercise Prices, minimum | $0.08 | ' | ' |
Range of Exercise Prices, maximum | $0.25 | ' | ' |
Options Outstanding, Ending | 3,740,000 | 6,415,000 | 9,364,000 |
Weighted Average Remaining Contractual Life | '1 year 4 months 2 days | ' | ' |
Weighted Average Exercise Price, Ending | $0.17 | $0.18 | $0.19 |
Options Exercisable, Ending | 3,740,000 | ' | ' |
Weighted Average Exercise Price, Options Exercisable | $0.17 | ' | ' |
Note_14_Stock_options_valuatio
Note 14 - Stock options valuation assumptions (Details) (Common Stock Options) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Options | ' | ' |
Average risk-free interest rates | 0.25% | 0.30% |
Average expected life (in years) | '2 years | '1 year 6 months |
Volatility | 177.00% | 207.00% |
Note_14_Stock_options_activity
Note 14 - Stock options activity (Details) (Common Stock Options, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Options | ' | ' |
Options Outstanding, Beginning | 6,415,000 | 9,364,000 |
Options expired | -3,825,000 | -1,100,000 |
Options cancelled | 0 | -2,299,000 |
Options granted | 1,150,000 | 450,000 |
Options exercised | 0 | 0 |
Options Outstanding, Ending | 3,740,000 | 6,415,000 |
Weighted Average Exercise Price, Beginning | $0.18 | $0.19 |
Weighted Average Exercise Price, Options expired | ($0.17) | ($0.19) |
Weighted Average Exercise Price, Options cancelled | ' | ($0.21) |
Weighted Average Exercise Price, Options granted | $0.08 | $0.08 |
Weighted Average Exercise Price, Options exercised | ' | ' |
Weighted Average Exercise Price, Ending | $0.17 | $0.18 |
Options Exercisable, Ending | 3,740,000 | ' |
Weighted Average Exercise Price, Options Exercisable | $0.17 | ' |
Note_14_Common_Stock_Options_D
Note 14 - Common Stock Options (Details Narrative) (Common Stock Options, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Options | ' | ' |
Amortization of common stock options | $42,350 | $25,211 |
Note_15_Series_B_Preferred_Sto1
Note 15 - Series B Preferred Stock Warrants outstanding (Details) (Series B Preferred Stock Warrants, USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Series B Preferred Stock Warrants | ' | ' | ' |
Range of Exercise Prices, minimum | $0.41 | ' | ' |
Range of Exercise Prices, maximum | $0.41 | ' | ' |
Options Outstanding, Ending | 4,349,339 | 4,349,339 | 4,349,339 |
Weighted Average Remaining Contractual Life | '1 year | ' | ' |
Weighted Average Exercise Price, Ending | $0.41 | $0.41 | $0.41 |
Options Exercisable, Ending | 4,349,339 | ' | ' |
Weighted Average Exercise Price, Options Exercisable | $0.41 | ' | ' |
Note_15_Series_B_Preferred_Sto2
Note 15 - Series B Preferred Stock Warrants valuation assumption (Details) (Series B Preferred Stock Warrants) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Series B Preferred Stock Warrants | ' | ' |
Average risk-free interest rates | 0.99% | 0.99% |
Average expected life (in years) | '1 year 6 months | '1 year 6 months |
Volatility | 429.00% | 429.00% |
Recovered_Sheet1
Note 15 - Series B preferred stock warrants activity (Details) (Series B Preferred Stock Warrants, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Series B Preferred Stock Warrants | ' | ' |
Options Outstanding, Beginning | 4,349,339 | 4,349,339 |
Options expired | 0 | 0 |
Options cancelled | 0 | 0 |
Options granted | 0 | 0 |
Options exercised | 0 | 0 |
Options Outstanding, Ending | 4,349,339 | 4,349,339 |
Weighted Average Exercise Price, Beginning | $0.41 | $0.41 |
Weighted Average Exercise Price, Options expired | ' | ' |
Weighted Average Exercise Price, Options cancelled | ' | ' |
Weighted Average Exercise Price, Options granted | ' | ' |
Weighted Average Exercise Price, Options exercised | ' | ' |
Weighted Average Exercise Price, Ending | $0.41 | $0.41 |
Options Exercisable, Ending | 4,349,339 | ' |
Weighted Average Exercise Price, Options Exercisable | $0.41 | ' |
Note_16_Common_Stock_Warrants_
Note 16 - Common Stock Warrants outstanding (Details) (Common Stock Warrants, USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Common Stock Warrants | ' | ' | ' |
Range of Exercise Prices, minimum | $0.04 | ' | ' |
Range of Exercise Prices, maximum | $0.41 | ' | ' |
Options Outstanding, Ending | 10,319,565 | 4,794,565 | 6,552,345 |
Weighted Average Remaining Contractual Life | '8 years 4 months 6 days | ' | ' |
Weighted Average Exercise Price, Ending | $0.08 | $0.33 | $0.31 |
Options Exercisable, Ending | 10,319,565 | ' | ' |
Weighted Average Exercise Price, Options Exercisable | $0.08 | ' | ' |
Note_16_Common_Stock_Warrants_1
Note 16 - Common Stock Warrants valuation assumptions (Details) (Common Stock Warrants) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Warrants | ' | ' |
Average risk-free interest rates | 0.32% | 0.47% |
Average expected life (in years) | '9 years 8 months 16 days | '3 years 6 months |
Volatility | 190.00% | 169.00% |
Note_16_Common_Stock_Warrants_2
Note 16 - Common Stock Warrants activity (Details) (Common Stock Warrants, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Warrants | ' | ' |
Options Outstanding, Beginning | 4,794,565 | 6,552,345 |
Options expired | -3,275,000 | -2,407,780 |
Options cancelled | 0 | 0 |
Options granted | 8,800,000 | 650,000 |
Options exercised | 0 | 0 |
Options Outstanding, Ending | 10,319,565 | 4,794,565 |
Weighted Average Exercise Price, Beginning | $0.33 | $0.31 |
Weighted Average Exercise Price, Options expired | ($0.34) | ($0.23) |
Weighted Average Exercise Price, Options cancelled | ' | ' |
Weighted Average Exercise Price, Options granted | $0.04 | $0.16 |
Weighted Average Exercise Price, Options exercised | ' | ' |
Weighted Average Exercise Price, Ending | $0.08 | $0.33 |
Options Exercisable, Ending | 10,319,565 | ' |
Weighted Average Exercise Price, Options Exercisable | $0.08 | ' |
Note_18_Income_Taxes_Details
Note 18 - Income Taxes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carry forwards | $5,348,700 | $4,821,950 |
Net deferred tax assets before valuation allowance | 5,348,700 | 4,821,950 |
Less: Valuation allowance | -5,348,700 | -4,821,950 |
Net deferred tax assets | $0 | $0 |
Note_18_Income_Taxes_Details_1
Note 18 - Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation between amounts of income tax benefit | ' | ' |
Federal and state statutory rate | 35.00% | 35.00% |
Change in valuation allowance on deferred tax assets | -35.00% | -35.00% |
Note_18_Income_Taxes_Details_N
Note 18 - Income Taxes (Details Narratives) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Federal net operating losses | $15,282,000 |
Operating loss carry forwards expiration dates | 'Begin to expire in 2025 |
19_Future_Minimum_Lease_Paymen2
19. Future Minimum Lease Payments (Details) (USD $) | Dec. 31, 2013 |
Future Minimum Lease Payments Details | ' |
2014 | $36,297 |
2015 | 37,407 |
2016 | 25,530 |
Thereafter | 0 |
Total | $99,234 |
19_Future_Minimum_Lease_Paymen3
19. Future Minimum Lease Payments (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Future Minimum Lease Payments Details Narrative | ' | ' |
Rent expense | $39,636 | $48,300 |
21_Concentrations_in_Sales_to_
21. Concentrations in Sales to Few Customers | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Concentrations In Sales To Few Customers | ' | ' |
Relative percentage revenue concentration of 2 largest customers to total revenue | 82.00% | 91.00% |
22_Company_is_Dependent_on_Few
22. Company is Dependent on Few Major Suppliers (Details Narrative) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Company Is Dependent On Few Major Suppliers Details Narrative | ' | ' |
Entity wide purchases major supplier | 71.00% | 50.00% |