Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 11, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | PLAYERS NETWORK | ||
Entity Central Index Key | 1037131 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
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 | $3,207,950 | ||
Entity Common Stock, Shares Outstanding | 214,549,534 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $207,167 | $4,696 |
Deferred television costs | 116,454 | 116,454 |
Prepaid expenses | 3,975 | 7,775 |
Total current assets | 327,596 | 128,925 |
Investments, cost method | 0 | 0 |
Fixed assets, net | 71,271 | 62,759 |
Debt issuance costs, net | 9,959 | 3,399 |
Total Assets | 408,826 | 195,083 |
Current liabilities: | ||
Accounts payable | 264,723 | 624,482 |
Accrued expenses | 180,579 | 182,351 |
Deferred revenues | 135,000 | 135,000 |
Deferred rent obligations | 4,432 | 5,574 |
Convertible debentures, net of discounts of $537,505 and $53,579 at December 31, 2014 and 2013, respectively | 183,998 | 82,421 |
Short term debt, currently in default | 10,625 | 35,000 |
Derivative liabilities | 1,417,187 | 648,298 |
Total current liabilities | 2,196,544 | 1,713,126 |
Total liabilities | 2,196,544 | 1,713,126 |
Stockholders' (Deficit): | ||
Common stock, $0.001 par value, 600,000,000 shares authorized; 179,271,304 and 138,011,812 shares issued and outstanding at December 31, 2014 and 2013, respectively | 179,271 | 138,012 |
Additional paid-in capital | 25,041,295 | 21,905,592 |
Subscriptions payable, consisting of 1,534,929 shares at December 31, 2014 and 2013, respectively | 19,238 | 0 |
Accumulated (deficit) | -26,848,642 | -23,567,996 |
Total Players Network's Stockholders' (Deficit) | -1,602,489 | -1,518,043 |
Noncontrolling Interest | -185,229 | 0 |
Total stockholders' (Deficit) | -1,787,718 | -1,518,043 |
Total liabilities and stockholders' (Deficit) | 408,826 | 195,083 |
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 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current liabilities: | ||
Convertible debentures, net of discounts | $537,505 | $53,579 |
Stockholders' (Deficit): | ||
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares Issued | 179,271,304 | 138,011,812 |
Common Stock, Shares Outstanding | 179,271,304 | 138,011,812 |
Subscriptions payable, shares | 1,534,929 | 1,534,929 |
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 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenue: | $9,347 | $1,567 |
Expenses: | ||
Direct operating costs | 256,445 | 109,966 |
General and administrative | 1,745,417 | 320,750 |
Officer salaries | 544,472 | 212,831 |
Salaries and wages | 0 | 45,854 |
Depreciation and amortization | 27,474 | 22,945 |
Total operating expenses | 2,573,808 | 712,346 |
Net operating loss | -2,564,461 | -710,779 |
Other income (expense): | ||
Loss on debt conversions | 0 | -1,625 |
Gain on debt extinguishment | 356,835 | 0 |
Interest expense | -423,358 | -415,810 |
Change in derivative liabilities | -834,891 | -580,888 |
Total other income (expense) | -901,414 | -998,323 |
Net loss | -3,465,875 | -1,709,102 |
Less: Net loss attributable to the noncontrolling interest | -185,229 | 0 |
Net loss attributable to Players Network | ($3,280,646) | ($1,709,102) |
Weighted average number of common shares outstanding - basic and fully diluted | 158,927,873 | 97,866,637 |
Net (loss) per share - basic and fully diluted | ($0.02) | ($0.02) |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Subscriptions Payable | Accumulated (Deficit) | Total |
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 issued for services | 9,517 | 146,238 | 155,755 | ||||
Shares issued for services, shares | 9,517,000 | ||||||
Shares issued for services, related parties | 950 | 15,800 | 16,750 | ||||
Shares issued for services, related parties, shares | 950,000 | ||||||
Shares issued for compensation, related party | 14,974 | 218,213 | 233,187 | ||||
Shares issued for compensation, related party, shares | 14,974,066 | ||||||
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 | ||||
Shares issued for cash | 7,100 | 173,900 | 181,000 | ||||
Shares issued for cash, shares | 7,100,000 | ||||||
Shares issued for services | 13,603 | 365,498 | 379,101 | ||||
Shares issued for services, shares | 13,603,061 | ||||||
Shares issued for services, related parties | 550 | 10,065 | 10,615 | ||||
Shares issued for services, related parties, shares | 550,000 | ||||||
Shares issued for compensation, related party | 5,250 | 142,250 | 147,500 | ||||
Shares issued for compensation, related party, shares | 5,250,000 | ||||||
Options granted for services | 40,150 | 40,150 | |||||
Options granted for compensation, related party | 217,971 | 217,971 | |||||
Shares issued for conversion of debts | 15,656 | 164,340 | 19,238 | 199,234 | |||
Shares issued for conversion of debts, shares | 15,656,431 | ||||||
Shares cancelled | -900 | 900 | |||||
Shares cancelled, shares | -900,000 | ||||||
Minority interest in subsidiary sold for cash | 220,000 | 220,000 | |||||
Minority interest in subsidiary distributed for services | 960,000 | 960,000 | |||||
Adjustments to derivative liability due to debt conversions | 840,629 | 840,629 | |||||
Net (loss) for the year | -3,280,646 | -3,280,646 | |||||
Balance at Dec. 31, 2014 | $2,000 | $4,349 | $179,271 | $25,041,295 | $19,238 | ($26,848,642) | ($1,602,489) |
Balance, shares at Dec. 31, 2014 | 2,000,000 | 4,349,339 | 179,271,304 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net (loss) | ($3,280,646) | ($1,709,102) |
Minority interest in net loss | -185,229 | 0 |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Depreciation and amortization expense | 27,474 | 22,945 |
Gain on debt extinguishment | -356,835 | 0 |
Loss on debt conversions | 0 | -1,625 |
Change in fair market value of derivative liabilities | 834,891 | 580,888 |
Amortization of convertible note payable discounts | 334,951 | 348,920 |
Amortization of debt issuance costs | 15,190 | 37,556 |
Stock issued for services | 1,339,100 | 155,755 |
Stock issued for compensation, related party | 158,115 | 249,937 |
Options and warrants granted for services | 40,150 | 18,413 |
Options and warrants granted for services, related party | 217,971 | 23,937 |
Decrease (increase) in assets: | ||
Prepaid expenses | 3,800 | -7,390 |
Increase (decrease) in liabilities: | ||
Accounts payable | -2,924 | 7,897 |
Accrued expenses | 10,216 | -32,335 |
Deferred rent obligations | -1,142 | 5,574 |
Net cash used in operating activities | -844,918 | -295,380 |
Cash flows from investing activities | ||
Purchase of fixed assets | -35,986 | 0 |
Net cash used in investing activities | -35,986 | 0 |
Cash flows from financing activities | ||
Proceeds from convertible debentures | 792,000 | 235,500 |
Repayment of long term debt | -87,875 | -117,500 |
Payments on debt issuance costs | -21,750 | -11,000 |
Proceeds from sale of common stock of subsidiary | 220,000 | 0 |
Proceeds from sale of common stock | 181,000 | 191,000 |
Net cash provided by financing activities | 1,083,375 | 298,000 |
Net increase (decrease) in cash | 202,471 | 2,620 |
Cash - beginning | 4,696 | 2,076 |
Cash - ending | 207,167 | 4,696 |
Supplemental disclosures: | ||
Interest paid | 51,586 | 18,388 |
Income taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ||
Value of debt discounts | 774,627 | 206,907 |
Value of shares issued for conversion of debt | 199,235 | 226,253 |
Value of derivative adjustment due to debt conversions | 840,629 | 487,605 |
Cancellation of shares of common stock, 900,000 shares | $900 | $0 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Cash Flows [Abstract] | ||
Cancellation of shares of common stock | 900,000 | 0 |
Note_1_Nature_of_Business_and_
Note 1 - Nature of Business and Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Note 1 - Nature of Business and Significant Accounting Policies | Nature of Business | ||||||||
Players Network (Stock Symbol: 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. | |||||||||
On July 8, 2014, we formed a subsidiary, Green Leaf Farms Holdings, Inc. (“GLFH”), in which we retained 83% ownership, with the remaining 17% held by key experts and advisors. An additional 1.6% was sold to an investor on December 8, 2014, giving PNTV 81.4% ownership and minority interests ownership of 18.6% as of December 31, 2014. The subsidiary has been formed as a holding company to potentially own additional subsidiaries that may operate medical marijuana related businesses. These additional subsidiaries have yet to be formed, and, or, acquired, with the exception of Green Leaf Medical, LLC (“GLML”), which was formed on July 18, 2014 and has no activity to date. We had applied for a Medical Marijuana Dispensary special use permit with the City of Las Vegas, and Cultivation and Processing special use permits in North Las Vegas and a license for all permits in the State of Nevada, and have currently been granted the two special use permits in North Las Vegas, however there can be no assurance we will be able to conduct these operations. As such, there is a risk that we may not be able to expand our operations into this field as intended. | |||||||||
Basis of Accounting | |||||||||
Our consolidated financial statements are prepared using the accrual method of accounting as generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). | |||||||||
Principles of Consolidation | |||||||||
The accompanying consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership: | |||||||||
State of | Abbreviated | ||||||||
Name of Entity(2) | Incorporation | Relationship | Reference | ||||||
Players Network(1) | Nevada | Parent | PNTV | ||||||
Green Leaf Farms Holdings, Inc.(2) | Nevada | Subsidiary | GLFH | ||||||
Green Leaf Medical, LLC(3)(4) | Nevada | Subsidiary | GLML | ||||||
(1)Players Network entity is in the form of a Corporation. | |||||||||
(2)Majority-owned subsidiary formed on July 8, 2014, in which PNTV retained 83% ownership, with the remaining 17% held by key experts and advisors. An additional 1.6% was sold to an investor on December 8, 2014, giving PNTV 81.4% ownership and minority interests ownership of 18.6% as of December 31, 2014. | |||||||||
(3)Wholly-Owned subsidiary of GLFH formed for prospective purposes, but has not incurred any income or expenses to date. | |||||||||
(4)Entity formed for prospective purposes, but has not incurred any income or expenses to date. | |||||||||
The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, PNTV and subsidiaries, GLFH and GLML will be collectively referred to herein as the “Company”, “Players Network” or “PNTV”. The Company's headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. | |||||||||
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. | |||||||||
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. | |||||||||
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. | |||||||||
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. In addition, the Company had debt instruments 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, 2014 and 2013. | |||||||||
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. We had no debts expense during the years ended December 31, 2014 and 2013, 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. Our investments which are accounted for on the cost method of accounting have been completely impaired previously, and no impairment expense was recognized during the years ended December 31, 2014 or 2013. | |||||||||
Deferred Television Costs | |||||||||
Deferred television costs 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; and accordingly, recognized $75,617 of expenses related to the development of the pilot. The remaining $135,000 of revenues, and corresponding $116,454 of deferred television costs, were deferred and will be recognized upon completion and delivery of the remaining content. We also delivered a series of ‘webisodes’ and miscellaneous footage in June of 2014, however, the recipient refused to accept the modification of the terms and we had to reverse the recognition and defer the revenue and related television costs as of December 31, 2014. | |||||||||
Deferred television costs consist of the following at December 31, 2014 and 2013, respectively: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
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 the Company 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. The Company did not recognize any impairment losses on the disposal of fixed assets during the years ended December 31, 2014 and 2013. | |||||||||
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 $21,750 and $11,000 of debt issuance costs during the years ended December 31, 2014 and 2013, respectively, of which the unamortized balance of debt issuance costs at December 31, 2014 and 2013 was $9,959 and $3,399, respectively. Amortization of debt issuance costs charged to interest expense was $15,190 and $37,556 for the years ended December 31, 2014 and 2013, 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. | |||||||||
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, 2014 and December 31, 2013: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred revenues on television pilot episodes | $ | 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 $147,145 and $11,684 for the years ended December 31, 2014 and 2013, 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, 2014 and 2013 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 2014 and 2013, 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 | |||||||||
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 $1,755,336 and $449,667 for the years ended December 31, 2014 and 2013, 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 June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. | |||||||||
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations. |
Note_2_Going_Concern
Note 2 - Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Note 2 - Going Concern | |
Note 2 - Going Concern | As shown in the accompanying consolidated financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of ($26,848,642), and as of December 31, 2014, the Company’s current liabilities exceeded its current assets by $1,868,948 and its total liabilities exceeded its total assets by $1,787,718. 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 consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
The consolidated 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, 2014 | |
Related Party Transactions [Abstract] | |
Note 3 - Related Party | Officers |
On August 31, 2014, the Company granted a $50,000 bonus to the Company’s CEO, which was mutually modified down to $23,000 at year-end. | |
On August 18, 2014, the Company issued 200,000 shares of restricted common stock to its President of Programming as a compensation bonus. The total fair value of the common stock was $3,860 based on the closing price of the Company’s common stock on the date of grant. | |
On August 14, 2014, the Company’s subsidiary issued a total of 16% of its equity in the subsidiary in exchange for services provided related to the operations of the subsidiary. The total fair value of the common stock was $960,000 based on the fair value of stock sold to an independent third party. A total of 4% of these shares were issued to officers of Players Network. | |
On July 19, 2014, a total of 1,500,000 options held by the Company’s CEO expired. | |
On April 11, 2014, the Company issued 1,250,000 shares of restricted common stock to its CEO as a compensation bonus. The total fair value of the common stock was $27,500 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’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. | |
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. | |
Officer compensation expense was $544,472 and $212,831 at December 31, 2014 and 2013, respectively. The balance owed was $228 and $4,725 at December 31, 2014 and 2013, respectively. | |
Board of Directors | |
On August 18, 2014, the Company issued 350,000 shares of restricted common stock to one of its Directors as a compensation bonus. The total fair value of the common stock was $6,755 based on the closing price of the Company’s common stock on the date of grant. | |
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 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. | |
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, 2014 | |||||||||||||
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, 2014 and 2013, respectively: | |||||||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 207,167 | $ | – | $ | – | |||||||
Total assets | 207,167 | – | – | ||||||||||
Liabilities | |||||||||||||
Convertible debentures, net of discounts of $537,505 | – | – | 183,998 | ||||||||||
Short term debt | – | 10,625 | – | ||||||||||
Derivative liability | – | – | 1,417,187 | ||||||||||
Total liabilities | – | 10,625 | 1,601,185 | ||||||||||
$ | 207,167 | $ | (10,625 | ) | $ | (1,601,185 | ) | ||||||
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 | ) | ||||||
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2014 and 2013. | |||||||||||||
Level 2 liabilities consist of a short term, unsecured, promissory note. No fair value adjustment was necessary during the years ended December 31, 2014 and 2013. | |||||||||||||
Level 3 liabilities consist of a total of $721,503 and $136,000 of convertible debentures and the related derivative liability as of December 31, 2014 and 2013, respectively. A discount of $537,505 and $53,579 was recognized at December 31, 2014 and 2013, respectively. |
Note_5_Subsidiary_Formation
Note 5 - Subsidiary Formation | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Note 5 - Subsidiary Formation | On July 8, 2014, we formed a subsidiary, Green Leaf Farms Holdings, Inc. (“GLFH”), in which we retained 83% ownership, with the remaining 17% held by key experts and advisors, of which 16% was distributed to individuals as compensation for their services, including 3% to Mr. Bradley, CEO and 1% to Mr. Berk, President of Programming, and an additional 1% was sold to one of those individuals for $60,000. An additional 1.6% was sold to an investor on December 8, 2014, giving PNTV 81.4% ownership and minority interests ownership of 18.6% as of December 31, 2014. The subsidiary has been formed as a holding company to potentially own additional subsidiaries that may operate medical marijuana related businesses. These additional subsidiaries have yet to be formed, and, or, acquired, with the exception of Green Leaf Medical, LLC (“GLML”), which was formed on July 18, 2014 and has no activity to date. We had applied for a Medical Marijuana Dispensary special use permit with the City of Las Vegas, and Cultivation and Processing special use permits in North Las Vegas and a license for all permits in the State of Nevada, and have currently been granted the two special use permits in North Las Vegas, however there can be no assurance we will be able to conduct these operations. As such, there is a risk that we may not be able to expand our operations into this field as intended. |
Note_6_Investments
Note 6 - Investments | 12 Months Ended |
Dec. 31, 2014 | |
Investments [Abstract] | |
Note 6- Investments | On May 11, 2011, we acquired a 10% interest in iCandy, Inc. (“ICI”), and a 10% interest in iCandy Burlesque, Inc. (“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 March 23, 2011 and April 20, 2011 we then loaned $19,000 and $1,000, respectively, to 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 of $20,000 in 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 ICB. The conversion resulted in a total ownership of 17.5% in both entities as of November 1, 2012. Both the investments and the note receivable had been written off as impaired in 2011 due to valuation and collectability uncertainties, as a result the 17.5% investment in both entities are no longer on the balance sheets as of December 31, 2014 and 2013. |
Note_7_Fixed_Assets
Note 7 - Fixed Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Note 7 - Fixed Assets | Fixed assets consist of the following at December 31, 2014 and 2013, respectively: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Office equipment | $ | 48,884 | $ | 12,898 | |||||
Website development costs | 99,880 | 99,880 | |||||||
Furniture and fixtures | 2,730 | 2,730 | |||||||
151,494 | 115,508 | ||||||||
Less accumulated depreciation | (80,223 | ) | (52,749 | ) | |||||
$ | 71,271 | $ | 62,759 | ||||||
Depreciation and amortization expense totaled $27,474 and $22,945 for the years ended December 31, 2014 and 2013, respectively. |
Note_8_Accrued_Expenses
Note 8 - Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Note 8 - Accrued Expenses | Accrued expenses included the following as of December 31, 2014 and 2013, respectively: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Customer Deposits | $ | – | $ | 13,500 | |||||
Accrued Payroll, Officers | 228 | 19,020 | |||||||
Accrued Payroll and Payroll Taxes | 135,234 | 135,234 | |||||||
Accrued Interest | 45,117 | 14,597 | |||||||
$ | 180,579 | $ | 182,351 |
Note_9_Convertible_Debentures
Note 9 - Convertible Debentures | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Note 9 - Convertible Debentures | Convertible debentures consist of the following at December 31, 2014 and 2013, respectively: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
On December 15, 2014, the Company received net proceeds of $60,000 in exchange for an unsecured convertible promissory note with a face value of $64,000 that carries an 8% interest rate (“Second KBM Note”), which matures on June 13, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty one percent (61%) of the average of the three (3) lowest closing bid prices of the Company’s common stock over 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 $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 25 million shares of common stock for potential conversions. | $ | 64,000 | $ | – | |||||
On November 5, 2014, the Company received net proceeds of $100,000 in exchange for an unsecured convertible promissory note with a face value of $104,000 that carries an 8% interest rate (“First KBM Note”), which matures on July 29, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty one percent (61%) of the average of the three (3) lowest closing bid prices of the Company’s common stock over 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 $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 43 million shares of common stock for potential conversions. | 104,000 | – | |||||||
On October 13, 2014, the Company received net proceeds of $70,000 in exchange for an unsecured convertible promissory note with a face value of $75,250 that carries an 8% interest rate (“First Tangiers Note”), which matures on October 13, 2015. The note is part of total loan offering with a $236,500 face value and OID of 7.5% of any consideration paid. 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 lowest trading prices of the Company’s common stock for the fifteen (15) trading days prior to, and including, the conversion date. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to fifty percent (50%), rather than the sixty percent (60%) conversion rate while that “Chill” is in effect, and an additional 5% discount if the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) is not eligible for a cumulative total conversion price equal to forty five percent (45%). The note carries a twenty percent (20%) interest rate and $1,000 per day of liquidated damages 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 $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 must at all times reserve at least 5 million shares of common stock for potential conversions. | 75,250 | – | |||||||
On September 22, 2014, the Company received net proceeds of $35,000 in exchange for an unsecured convertible promissory note, bearing interest at twelve percent (12%) with a face value of $38,500 (“Second Vista Note”), which matures on June 1, 2016, as part of a larger financing agreement that enables the Company to draw total proceeds of $225,000 at the discretion of the lender. The financing carries a total face value of $250,000 and a $25,000 Original Issue Discount. 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 average of the two (2) lowest closing bid prices during the sixteen (16) trading days prior to the conversion request date. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 120% of the outstanding balance at the time of default. The promissory note carries a $3,500 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 35 million shares of common stock for potential conversions as depicted in the First Vista Note. | 38,500 | – | |||||||
On August 19, 2014, the Company received net proceeds of $40,000 in exchange for an unsecured convertible promissory note, bearing interest at 8% annually, with a face value of $80,000 (“Second WHC Note”), which matures on August 19, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty seven and a half percent (57.5%) of the average of the two (2) lowest closing bid prices of the Company’s common stock over the ten (10) trading days immediately preceding the conversion request date. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 150% of the outstanding balance at the time of default, and the interest rate increases to twenty two percent (22%) per annum. The promissory note carries a $5,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 12 million shares of common stock for potential conversions. | 45,000 | – | |||||||
On July 15, 2014, the Company received net proceeds of $35,000 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $37,500 (“Third LG Note”), which matures on March 15, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trading price of the Company’s common stock for the twelve (12) trading days prior to, and including, the conversion date if received after 4PM Eastern Standard Time. The note also carries an additional “Back-end Note” with the same terms as the original note that enables the lender to lend the Company another $37,500, less $1,750 of debt issuance costs and $3,500 in due diligence fees, with a holding period that tacks to the original note for purposes of Rule 144 of the Securities Exchange Act of 1934. 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. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 60% while that “Chill” is in effect. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 9,513,000 shares of common stock for potential conversions. | 37,500 | – | |||||||
On June 13, 2014, the Company received net proceeds of $75,000 in exchange for an unsecured convertible promissory note, bearing interest at 8% annually, with a face value of $80,000 (“First WHC Note”), which matures on June 13, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty two and a half percent (62.5%) of the average of the two (2) lowest closing bid prices of the Company’s common stock over the ten (10) trading days immediately preceding the conversion request date. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 150% of the outstanding balance at the time of default, and the interest rate increases to twenty two percent (22%) per annum. The promissory note carries a $5,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. In addition, the Company issued warrants to purchase 1.5 million shares of the Company’s common stock at a strike price of $0.05 per share exercisable over three years from the date of issuance. On December 26, 2014, the note holder elected to convert a total of $10,000 of principal in exchange for 1,501,502 shares of common stock. The Company must at all times reserve at least 24 million shares of common stock for potential conversions. | 70,000 | – | |||||||
On June 2, 2014, the Company received net proceeds of $50,000 in exchange for an unsecured convertible promissory note, bearing interest at twelve percent (12%) with a face value of $55,000 (“First Vista Note”), which matures on June 1, 2016, as part of a larger financing agreement that enables the Company to draw total proceeds of $225,000 at the discretion of the lender. The financing carries a total face value of $250,000 and a $25,000 Original Issue Discount. 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 average of the two (2) lowest closing bid prices during the sixteen (16) trading days prior to the conversion request date. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 120% of the outstanding balance at the time of default. The promissory note carries a $5,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. On December 10, 2014, the note holder elected to convert a total of $9,238 of principal in exchange for 1,415,571 shares of common stock, that were subsequently issued on January 5, 2015. The Company must at all times reserve at least 35 million shares of common stock for potential conversions. | 45,762 | – | |||||||
On May 20, 2014, the Company received net proceeds of $100,000 in exchange for an unsecured convertible promissory note, bearing interest at 10% annually, with a face value of $113,000 (“First Typenex Note”), which matures on May 19, 2015. 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 average of the three (3) lowest (“Trading Prices”), whereby Trading Price is defined as the volume weighted average price (“VWAP”) of the Company’s common stock over the fifteen (15) trading days prior to the conversion request date. If the arithmetic average of the three (3) lowest Trading Prices is less than $0.01, then the Conversion Factor will be reduced to 60%. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 125% of the outstanding balance at the time of default, and the interest rate increases to twenty two percent (22%) per annum. The promissory note carries a $10,000 Original Issue Discount, and loan origination costs of $3,000, that are being amortized over the life of the loan on the straight line method, which approximates the effective interest method. On various dates between November 24, 2014 and December 26, 2014, the note holder elected to convert a total of $35,000 of principal in exchange for 2,587,759 shares of common stock, of which 784,929 shares, representing $10,000 of principal, was subsequently issued on January 2, 2015. The Company must at all times reserve at least three times the number of shares equal to the outstanding balance divided by the conversion price, but in any event not less than 22 million shares of common stock for potential conversions. | 78,000 | – | |||||||
On May 9, 2014, the Company received $50,000 in exchange for an unsecured convertible promissory note that carries a 12% interest rate (“First Group 10 Note”), which matures on May 8, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the lesser of (a) fifty eight percent (58%) of the average of the two lowest closing bid prices of the Company’s common stock for the seventeen (17) trading days prior to the conversion notice date, or (b) four and a half cents ($0.045) per share. 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 promissory note carries a $2,500 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. On various dates between November 10, 2014 and December 1, 2014, the note holder elected to convert a total of $30,000 of principal in exchange for 2,796,907 shares of common stock. The Company must at all times reserve at least 20 million shares of common stock for potential conversions. | 20,000 | – | |||||||
On April 24, 2014, the Company received net proceeds of $33,250 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $35,000 (“Second LG Note”), which matures on April 11, 2015. The principal and interest is 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 lowest closing bid prices of the Company’s common stock for the twelve (12) trading days prior to, and including, 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 $1,750 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 5 million shares of common stock for potential conversions. On October 31, 2014, the note holder sent demand for repayment. The note is currently in default. | 35,000 | – | |||||||
On April 17, 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 (“Fourth JMJ Note”), which matures on April 16, 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 fifty five percent (55%) of the lowest trading price of the Company’s common stock over the twenty five (25) trading days prior to the conversion request date, as amended within the original promissory note on April 10, 2014. 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 promissory note carries a $4,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 60 million shares of common stock for potential conversions. | 44,000 | – | |||||||
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 19, 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, as amended within the original promissory note on April 10, 2014. An additional 5% discount applies on conversion shares that are ineligible for deposit into the DTC system and are only eligible for Xclearing deposit. 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 promissory note carries a $4,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 60 million shares of common stock for potential conversions, as noted in the First JMJ Note disclosure. | 44,000 | – | |||||||
On January 8, 2014, the Company received net proceeds of $21,750 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $25,500 (“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 additional “Back-end Note” with the same terms as the original note that enables the lender to lend the Company another $25,500, less $3,250 of debt issuance costs, with a holding period that tacks to the original note for purposes of Rule 144 of the Securities Exchange Act of 1934. 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 over the life of the loan on the straight line method, which approximates the effective interest method. On various dates between August 13, 2014 and September 23, 2014, the note holder elected to convert a total of $25,500 of principal and $1,428 of interest in exchange for 2,755,192 shares of common stock in complete satisfaction of the debt. The Company had to reserve at least 6 million shares of common stock for potential conversions. | – | – | |||||||
On January 8, 2014, the Company received net proceeds of $21,750 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $25,500 (“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 additional “Back-end Note” with the same terms as the original note that enables the lender to lend the Company another $25,500, less $3,250 of debt issuance costs, with a holding period that tacks to the original note for purposes of Rule 144 of the Securities Exchange Act of 1934. 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 over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 6 million shares of common stock for potential conversions. On July 7, 2014, the Company repaid $34,736 on the First LG Note, consisting of $25,500 of principal and $9,236 of interest and prepayment penalties. The convertible promissory note was subsequently cancelled as paid in full. The principal and interest was subsequently repaid in full prior to maturity with a cash payment of $34,736, consisting of $25,500 of principal and $9,236 of interest and prepayment penalties, on July 2, 2014 out of the proceeds from the June 26, 2014 convertible debt financing received from WHC Capital, LLC (“First WHC Note”). | – | – | |||||||
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 over the life of the loan on the straight line method, which approximates the effective interest method. The principal and interest was subsequently repaid in full prior to maturity with a cash payment of $19,240, consisting of $12,500 of principal and $6,740 of interest and prepayment penalties, on May 2, 2014 out of the proceeds from the April 24, 2014 convertible debt financing received from LG Capital Funding, LLC (“Second LG Capital Note”). | – | 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 over the life of the loan on the straight line method, which approximates the effective interest method. The principal and interest was repaid in full prior to maturity with a cash payment of $39,239, consisting of $25,500 of principal and $13,739 of interest and prepayment penalties, on January 31, 2014 out of the proceeds from the January 8, 2014 convertible debt financing received from GEL Properties, LLC (“First GEL Note”). | – | 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. An additional 5% discount applies on conversion shares that are ineligible for deposit into the DTC system and are only eligible for Xclearing deposit. 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, which approximated the effective interest method. On May 12, 2014, the note holder elected to convert a total of $10,308, consisting of $7,008 of principal and $3,300 of accrued interest, in exchange for 805,058 shares of common stock. The Company must at all times reserve at least 60 million shares of common stock for potential conversions, as noted in the First JMJ Note disclosure. | 20,491 | 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. An additional 5% discount applies on conversion shares that are ineligible for deposit into the DTC system and are only eligible for Xclearing deposit. 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 $1,881 and $-0- of interest expense related to these debt issuance costs during the three months ended March 31, 2014 and 2013, respectively. The Company amortized the $5,500 original issuance discount over the life of the loan on the straight line method, which approximated the effective interest method. The note holder elected to convert a total of $13,000 of principal in exchange for 1,000,000 shares of common stock on February 24, 2014, and $26,000 of principal in exchange for 2,000,000 shares of common stock on March 14, 2014. Another $27,300 of principal was subsequently converted in exchange for 2,100,000 shares on April 22, 2014, and the final conversion of $11,460 was executed on May 12, 2014, consisting of $4,200 of principal and $7,260 of accrued interest in exchange for 894,942 shares of common stock. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. The Company must at all times reserve at least 60 million shares of common stock for potential conversions. | $ | – | $ | 70,500 | |||||
Total convertible debentures | 721,503 | 136,000 | |||||||
Less: unamortized debt discounts | (537,505 | ) | (53,579 | ) | |||||
Convertible debentures | $ | 183,998 | $ | 82,421 | |||||
In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $818,877 and $206,858 for the variable conversion features of the convertible debts incurred during the years ended December 31, 2014 and 2013, respectively. The discounts, including Original Issue Discounts of $44,250 and $8,500 during the years ended December 31, 2014 and 2013, respectively, are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded $334,951 and $348,920 of interest expense pursuant to the amortization of the note discounts during the years ended December 31, 2014 and 2013, respectively. | |||||||||
In addition, a total of $21,750 and $11,000 of loan origination costs were incurred pursuant to the closings of convertible debentures during the years ended December 31, 2014, and 2013, respectively, which are being amortized to interest expense over the term of the debentures using the straight line method, which approximates the effective interest method. The Company recorded $15,190 and $37,556 of interest expense pursuant to the amortization of the loan origination costs during the years ended December 31, 2014 and 2013, respectively. | |||||||||
All of the 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 pursuant to the stated interest rates on the convertible debentures in the amount of $71,134 and $37,364 for the years ended December 31, 2014 and 2013, respectively related to convertible debts. |
Note_10_Investment_Agreement_w
Note 10 - Investment Agreement with Dutchess Opportunity Fund II, LP | 12 Months Ended |
Dec. 31, 2014 | |
Note 10 - Investment Agreement With Dutchess Opportunity Fund Ii Lp | |
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 the filing date of this report, 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, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Note 11 - Short Term Debt | Short-term debt consists of the following at December 31, 2014 and 2013, respectively: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
4% unsecured debenture, due June 7, 2012. Currently in default. On June 2, 2014, the Company and the lender entered into a settlement agreement whereby the note will be considered satisfactorily paid in full with the successful payment of four equal payments of $8,125 made in quarterly periods, of which the first three payments were delivered on June 27, 2014, August 26, 2014 and November 17, 2014, respectively, and one final payment was subsequently paid on February 2, 2015. | $ | 10,625 | $ | 35,000 | |||||
The Company recorded interest expense pursuant to the stated interest rate on the above promissory note in the amount of $1,090 and $1,400 at December 31, 2014 and 2013, respectively. | |||||||||
The following presents components of interest expense by instrument type at December 31, 2014 and 2013, respectively: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Interest on convertible debentures | $ | 71,134 | $ | 37,364 | |||||
Amortization of discount on convertible debentures | 334,951 | 348,420 | |||||||
Amortization of debt issuance costs | 15,190 | 27,556 | |||||||
Interest on short term debt | 1,090 | 1,400 | |||||||
Accounts payable related finance charges | 993 | 1,070 | |||||||
$ | 423,358 | $ | 415,810 |
Note_12_Derivative_Liabilities
Note 12 - Derivative Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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 recognized current derivative liabilities of $1,417,187 and $648,298 at December 31, 2014 and 2013, respectively. The change in fair value of the derivative liabilities resulted in a loss of $834,891 and $580,888 for the years ended December 31, 2014 and 2013, respectively, which has been reported as other income (expense) in the statements of operations. The loss of $834,891 for the year ended December 31, 2014 consisted of a loss of $660,260 due to the value in excess of the face value of the convertible notes, a gain of $26,480 attributable to the fair value of preferred stock, a gain of $284,388 attributable to the fair value of warrants and a net loss in market value of $485,499 on the convertible notes. The loss of $580,888 for the year 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 following presents the derivative liability value by instrument type at December 31, 2014 and 2013, respectively: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible debentures | $ | 1,301,032 | $ | 221,275 | |||||
Common stock warrants | 110,756 | 395,144 | |||||||
Convertible preferred stock | 5,399 | 31,879 | |||||||
$ | 1,417,187 | $ | 648,298 | ||||||
The following is a summary of changes in the fair market value of the derivative liability during the years ended December 31, 2014 and 2013, respectively: | |||||||||
Derivative | |||||||||
Liability | |||||||||
Total | |||||||||
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 | |||||||
Increase in derivative value due to issuances of convertible promissory notes | 1,434,887 | ||||||||
Increase in derivative value attributable to issuance of warrants | 20,633 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | 153,998 | ||||||||
Debt conversions | (840,629 | ) | |||||||
Balance, December 31, 2014 | $ | 1,417,187 | |||||||
Key inputs and assumptions used to value the convertible debentures and warrants issued during the year ended December 31, 2014 and the year ended December 31, 2013: | |||||||||
• | 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 $0.41, 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, 2014 | |
Equity [Abstract] | |
Note 13 -Stockholders' Equity (Deficit) | 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. | |
On June 2, 2014, the Company and the Series B Preferred Shareholder entered into a settlement agreement whereby an outstanding $35,000 promissory note was satisfied with the successful payment of $32,500, consisting of four equal payments of $8,125, of which the first three payments were delivered on June 27, 2014, August 26, 2014 and November 17, 2014, respectively, and one final payment was subsequently paid on February 2, 2015. Upon successful payment of the settlement obligations, the shareholder had agreed to convert his 4,349,339 shares of Convertible Series B Preferred shares into 4,349,339 shares of common stock, which subsequently occurred on March 31, 2015. Pursuant to the settlement agreement, the shareholder’s preferential voting rights were suspended during the payment period. | |
Preferred Stock | |
No preferred shares were issued during the years ended December 31, 2014 and 2013. | |
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 214,549,534 shares were issued and outstanding and 185,020,315 shares were reserved as of March 31, 2015. | |
Common Stock Sales (2014) | |
On December 8, 2014, the Company’s subsidiary sold 1.6% of its equity in the subsidiary in exchange for proceeds of $160,000. | |
On August 14, 2014, the Company’s subsidiary sold 1% of its equity in the subsidiary in exchange for proceeds of $60,000. | |
On August 14, 2014, the Company sold 2,500,000 shares of its common stock in exchange for proceeds of $50,000. The shares were subsequently issued on October 23, 2014. | |
On April 18, 2014, the Company sold 200,000 shares of its common stock and an equal number of warrants, exercisable at $0.06 per share over a twenty four 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. | |
On March 28, 2014, the Company sold 2,000,000 shares of its common stock and an equal number of warrants, exercisable at $0.06 per share over a twenty four 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 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 (2014) | |
On December 30, 2014, the Company recorded a subscriptions payable for the conversion of $10,000 of principal on the First Typenex Note. The Company subsequently issued 784,929 shares on January 2, 2015. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On December 26, 2014, the Company issued 1,501,502 shares of common stock pursuant to the conversion of $10,000 of principal on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On December 10, 2014, the Company recorded a subscriptions payable for the conversion of $9,238 of principal on the First Vista Note. The Company subsequently issued 750,000 shares on January 5, 2015. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On December 9, 2014, the Company issued 767,990 shares of common stock pursuant to the conversion of $10,000 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On December 1, 2014, the Company issued 907,441 shares of common stock pursuant to the conversion of $10,000 of principal on the First Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On November 24, 2014, the Company issued 1,034,840 shares of common stock pursuant to the conversion of $15,000 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On November 10, 2014, the Company issued 1,889,466 shares of common stock pursuant to the conversion of $20,000 of principal on the First Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On October 20, 2014, the Company issued 863,594 shares of common stock pursuant to the conversion of $8,549, consisting of $7,121 of outstanding principal and $1,428 of interest on the First GEL Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On September 23, 2014, the Company issued 662,879 shares of common stock pursuant to the conversion of $7,000 of principal on the First GEL Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On September 9, 2014, the Company issued 719,424 shares of common stock pursuant to the conversion of $6,000 of principal on the First GEL Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On August 13, 2014, the Company issued 509,295 shares of common stock pursuant to the conversion of $5,379 of principal on the First GEL Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On May 12, 2014, the Company issued 1,700,000 shares of common stock pursuant to the conversion of $21,769, consisting of $11,460 of outstanding principal and interest on the First JMJ Note and $10,309 of outstanding principal and interest on the Second JMJ Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |
On April 22, 2014, the Company issued 2,100,000 shares of common stock pursuant to the conversion of $27,300 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 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 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 terms; 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 terms; 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 (2014) | |
On December 18, 2014, the Company issued 400,300 shares of restricted common stock for professional services provided. The total fair value of the common stock was $9,687 based on the closing price of the Company’s common stock on the date of grant. | |
On December 18, 2014, the Company issued 500,000 shares of restricted common stock for professional services provided. 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 December 18, 2014, the Company issued 350,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $8,470 based on the closing price of the Company’s common stock on the date of grant. | |
On November 5, 2014, the Company issued 350,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $11,550 based on the closing price of the Company’s common stock on the date of grant. | |
On November 5, 2014, the Company issued 300,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $9,900 based on the closing price of the Company’s common stock on the date of grant. | |
On November 5, 2014, the Company issued 300,000 shares of restricted common stock for video production services provided. The total fair value of the common stock was $9,900 based on the closing price of the Company’s common stock on the date of grant. | |
On November 5, 2014, the Company issued 100,000 shares of restricted common stock for video production services provided. The total fair value of the common stock was $3,300 based on the closing price of the Company’s common stock on the date of grant. | |
On November 5, 2014, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $16,500 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 377,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $7,276 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 100,000 shares of restricted common stock for services provided. The total fair value of the common stock was $1,930 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued another 100,000 shares of restricted common stock for services provided. The total fair value of the common stock was $1,930 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 300,000 shares of restricted common stock for services provided. The total fair value of the common stock was $5,790 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 200,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $3,860 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 350,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $6,755 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 300,000 shares of restricted common stock for video production services provided. The total fair value of the common stock was $5,790 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 200,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $3,860 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 2,000,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $38,600 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 350,000 shares of restricted common stock to one of its Directors as a compensation bonus. The total fair value of the common stock was $6,755 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 200,000 shares of restricted common stock to its President of Programming as a compensation bonus. The total fair value of the common stock was $3,860 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 550,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $10,615 based on the closing price of the Company’s common stock on the date of grant. | |
On August 18, 2014, the Company issued 200,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $3,860 based on the closing price of the Company’s common stock on the date of grant. | |
On August 14, 2014, the Company’s subsidiary issued a total of 16% of its equity in the subsidiary in exchange for services provided related to the operations of the subsidiary. The total fair value of the common stock was $960,000 based on the fair value of stock sold to an independent third party. A total of 4% of these shares were issued to officers of Players Network. | |
On June 27, 2014, the Company issued 700,000 shares of restricted common stock for video production services provided. The total fair value of the common stock was $20,650 based on the closing price of the Company’s common stock on the date of grant. | |
On June 27, 2014, the Company issued 300,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $8,850 based on the closing price of the Company’s common stock on the date of grant. | |
On June 27, 2014, the Company issued 500,000 shares of restricted common stock for video production services provided. The total fair value of the common stock was $14,750 based on the closing price of the Company’s common stock on the date of grant. | |
On June 27, 2014, the Company issued 300,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was 8,850 based on the closing price of the Company’s common stock on the date of grant. | |
On June 15, 2014, the Company issued 198,864 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $4,693 based on the closing price of the Company’s common stock on the date of grant. | |
On June 15, 2014, the Company issued 198,864 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $4,693 based on the closing price of the Company’s common stock on the date of grant. | |
On April 15, 2014, the Company granted 99,700 shares of restricted common stock for professional services provided. The total fair value of the common stock was $2,952 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on December 18, 2014. | |
On April 14, 2014, the Company issued 350,000 shares of restricted common stock for video production services provided. The total fair value of the common stock was $10,150 based on the closing price of the Company’s common stock on the date of grant. | |
On April 11, 2014, the Company issued 200,000 shares of restricted common stock for business 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 April 11, 2014, the Company issued 170,000 shares of restricted common stock for video production services provided. The total fair value of the common stock was $3,740 based on the closing price of the Company’s common stock on the date of grant. | |
On April 11, 2014, the Company issued 200,000 shares of restricted common stock for video production 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 April 11, 2014, the Company issued 1,250,000 shares of restricted common stock to its CEO as a compensation bonus. The total fair value of the common stock was $27,500 based on the closing price of the Company’s common stock on the date of grant. | |
On April 11, 2014, the Company issued 200,000 shares of S-8 common stock for professional 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 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 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 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 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 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 Cancellations (2014) | |
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 Cancellations (2013) | |
There were no cancellations of common stock during the year ended December 31, 2013. |
Note_14_Common_Stock_Options
Note 14 - Common Stock Options | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Note 14 - Common Stock Options | Common Stock Options Granted (2014) | ||||||||||||||||||||
On April 11, 2014, the Company’s Board of Directors granted 250,000 fully vested common stock options to a consultant as compensation for services provided. The options are exercisable until April 10, 2016 at an exercise price of $0.05 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 244% and a call option value of $0.0148, was $3,710. | |||||||||||||||||||||
On April 11, 2014, the Company’s Board of Directors granted another 250,000 fully vested common stock options to a consultant as compensation for services provided. The options are exercisable until April 10, 2016 at an exercise price of $0.05 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 244% and a call option value of $0.0148, was $3,710. | |||||||||||||||||||||
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. The options are being re-measured and expensed over the vesting period. The Company recognized $16,365 of stock based compensation expense during the year ended December 31, 2014. | |||||||||||||||||||||
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. The options are being re-measured and expensed over the vesting period. The Company recognized $16,365 of stock based compensation expense during the year ended December 31, 2014. | |||||||||||||||||||||
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 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 Cancelled (2014 and 2013) | |||||||||||||||||||||
No options or were cancelled during the years ended December 31, 2014 and 2013. | |||||||||||||||||||||
Common Stock Options Expired (2014) | |||||||||||||||||||||
On August 26, 2014, a total of 240,000 options held by an independent contractor expired. | |||||||||||||||||||||
On July 19, 2014, a total of 1,500,000 options held by the Company’s CEO expired. | |||||||||||||||||||||
On February 8, 2014, a total of 400,000 options amongst four option holders expired. | |||||||||||||||||||||
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 Exercised (2014 and 2013) | |||||||||||||||||||||
No options were exercised during the years ended December 31, 2014 and 2013. | |||||||||||||||||||||
The following is a summary of information about the Common Stock Options outstanding at December 31, 2014. | |||||||||||||||||||||
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 | ||||||||||||||||
$0.04 – $0.08 | 11,300,000 | 2.72 years | $ | 0.05 | 11,300,000 | $ | 0.05 | ||||||||||||||
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, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Average risk-free interest rates | 0.33% | 0.25% | |||||||||||||||||||
Average expected life (in years) | 2.92 | 2 | |||||||||||||||||||
Volatility | 248% | 177% | |||||||||||||||||||
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 2014 and 2013, 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, 2014 and 2013 was approximately $0.05 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, 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 | |||||||||||||||||||
Options expired | (2,140,000 | ) | (0.23 | ) | |||||||||||||||||
Options cancelled | – | – | |||||||||||||||||||
Options granted | 9,700,000 | 0.05 | |||||||||||||||||||
Options exercised | – | – | |||||||||||||||||||
Balance, December 31, 2014 | 11,300,000 | $ | 0.05 | ||||||||||||||||||
Exercisable, December 31, 2014 | 11,300,000 | $ | 0.05 | ||||||||||||||||||
The Company expensed $258,122 and $42,350 from the amortization of common stock options during the years ended December 31, 2014 and 2013, respectively. |
Note_15_Series_B_Preferred_Sto
Note 15 - Series B Preferred Stock Warrants | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
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. | |||||||||||||||||||||
Series B Preferred Stock Warrants Granted | ||||||||||||||||||||||
No series B preferred stock warrants were granted during the years ended December 31, 2014 and 2013. | ||||||||||||||||||||||
Series B Preferred Stock Warrants Cancelled | ||||||||||||||||||||||
No series B preferred stock warrants were cancelled during the years ended December 31, 2014 and 2013. | ||||||||||||||||||||||
Series B Preferred Stock Warrants Expired | ||||||||||||||||||||||
All outstanding series B preferred stock warrants, representing 4,349,339 series B preferred stock warrants, expired during the year ended December 31, 2013. | ||||||||||||||||||||||
Series B Preferred Stock Warrants Exercised | ||||||||||||||||||||||
No series B preferred stock warrants were exercised during the years ended December 31, 2014 and 2013. | ||||||||||||||||||||||
The following is a summary of information about the Series B Preferred Stock Warrants outstanding at December 31, 2014. | ||||||||||||||||||||||
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- | -0- | -0- | $ | -0- | -0- | $ | -0- | ||||||||||||||
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 2014 and 2013, there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date. | ||||||||||||||||||||||
The following is a summary of activity of outstanding series B preferred stock warrants: | ||||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Average | ||||||||||||||||||||||
Number | Exercise | |||||||||||||||||||||
of Shares | Price | |||||||||||||||||||||
Balance, December 31, 2012 | 4,349,339 | $ | 0.41 | |||||||||||||||||||
Options expired | (4,349,339 | ) | (0.41 | ) | ||||||||||||||||||
Options cancelled | – | – | ||||||||||||||||||||
Options granted | – | – | ||||||||||||||||||||
Options exercised | – | – | ||||||||||||||||||||
Balance, December 31, 2013 | – | – | ||||||||||||||||||||
Options expired | – | – | ||||||||||||||||||||
Options cancelled | – | – | ||||||||||||||||||||
Options granted | – | – | ||||||||||||||||||||
Options exercised | – | – | ||||||||||||||||||||
Balance, December 31, 2014 | – | $ | – | |||||||||||||||||||
Exercisable, December 31, 2014 | – | $ | – |
Note_16_Common_Stock_Warrants
Note 16 - Common Stock Warrants | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||||||||
Note 16 - Common Stock Warrants | Common Stock Warrants Granted (2014) | ||||||||||||||||||
On June 13, 2014, the Company issued warrants to purchase 1,500,000 shares of common stock, exercisable at $0.05 per share over a thirty six month period pursuant to a convertible debenture offering in exchange for net proceeds of $75,000 with an $80,000 face value. The proceeds received were allocated between the debt and warrants on a relative fair value basis. | |||||||||||||||||||
On April 18, 2014, the Company sold 200,000 shares of its common stock and an equal number of warrants, exercisable at $0.06 per share over a twenty four 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. | |||||||||||||||||||
On March 28, 2014, the Company sold 2,000,000 shares of its common stock and an equal number of warrants, exercisable at $0.06 per share over a twenty four 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. | |||||||||||||||||||
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 Cancelled | |||||||||||||||||||
No warrants were cancelled during the years ended December 31, 2014 and 2013. | |||||||||||||||||||
Common Stock Warrants Expired (2014) | |||||||||||||||||||
On April 18, 2014, a total of 869,565 warrants held by the Company’s CEO expired. The expiration of the warrants had no impact on the current period operations. | |||||||||||||||||||
Common Stock Warrants Expired (2013) | |||||||||||||||||||
During the year ended December 31, 2013, a total of 3,275,000 warrants 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, 2014 and 2013. | |||||||||||||||||||
The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2014. | |||||||||||||||||||
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 - $0.18 | 14,150,000 | 5.93 years | $ | 0.05 | 14,150,000 | $ | 0.05 | ||||||||||||
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, | ||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Average risk-free interest rates | 0.33% | 0.32% | |||||||||||||||||
Average expected life (in years) | 1.59 | 9.71 | |||||||||||||||||
Volatility | 248% | 190% | |||||||||||||||||
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 2014 and 2013, 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, 2014 and 2013 was approximately $0.06 and $0.04 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, 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 | |||||||||||||||||
Warrants expired | (869,565 | ) | (0.41 | ) | |||||||||||||||
Warrants cancelled | – | – | |||||||||||||||||
Warrants granted | 4,700,000 | 0.06 | |||||||||||||||||
Warrants exercised | – | – | |||||||||||||||||
Balance, December 31, 2013 | 14,150,000 | $ | 0.05 | ||||||||||||||||
Exercisable, December 31, 2013 | 14,150,000 | $ | 0.05 |
Note_17_Gain_on_Debt_Extinguis
Note 17 - Gain on Debt Extinguishment | 12 Months Ended |
Dec. 31, 2014 | |
Note 17 - Gain On Debt Extinguishment | |
Note 17 - Gain on Debt Extinguishment | The Company recognized debt forgiveness in the total amount of $356,835 and $-0- during the years ended December 31, 2014 and 2013, respectively, as presented in other income within the Statements of Operations. |
On January 6, 2014, we settled outstanding trade accounts payable in the total amount of $349,670 with a payment of $10,000. The creditor forgave the remaining $339,670. An additional $1,540 of trade accounts payable was forgiven from another creditor on February 24, 2014, with the payment of $385, resulting in a $1,155 gain on settlement, along with another debt forgiveness of $2,510 on June 12, 2014, as forgiven by our former transfer agent, and $13,500 of customer deposits. All of these debt settlements were included in the $356,835 gain on debt settlements amount as presented in other income at December 31, 2014. |
Note_18_Income_Taxes
Note 18 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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, 2014 and 2013, 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, 2014, the Company had approximately $18,400,000 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, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 6,440,000 | $ | 5,348,700 | |||||
Net deferred tax assets before valuation allowance | $ | 6,440,000 | $ | 5,348,700 | |||||
Less: Valuation allowance | (6,440,000 | ) | (5,348,700 | ) | |||||
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, 2014 and 2013, 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, | |||||||||
2014 | 2013 | ||||||||
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. |
Note_19_Future_Minimum_Lease_P
Note 19 - Future Minimum Lease Payments | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
Note 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 | ||||
2015 | $ | 37,407 | |||
2016 | 25,530 | ||||
Thereafter | – | ||||
$ | 62,937 | ||||
Rent expense was $35,123 and $39,636 for the years ended December 31, 2014 and 2013, respectively. |
Note_20_Commitments
Note 20 - Commitments | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 | |
Risks and Uncertainties [Abstract] | |
Note 21 - Concentrations in Sales to Few Customers | The largest two customers accounted for 69% and 82% of revenues for the year ended December 31, 2014 and 2013, 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, 2014 | |
Risks and Uncertainties [Abstract] | |
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 2014 and 2013, purchases from the Company’s two largest vendors accounted for approximately 77% and 71% 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_NonControlling_Interes
Note 23 - Non-Controlling Interest | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Noncontrolling Interest [Abstract] | |||||
Note 23 - Non-Controlling Interest | Non-controlling interest represented the 17% interest in the subsidiary held amongst eleven individuals, of whom the Company’s CEO, Mark Bradley and the Company’s President of Programming, Michael Berk own 3% and 1%, respectively, through December 8, 2014. On December 9, 2014, one of the non-officer, minority investors exercised an option to purchase an additional 1.6% interest in the Company’s subsidiary from the parent in exchange for proceeds of $160,000, thereby increasing the minority interest in the subsidiary to 18.6% amongst the same individuals. The net loss attributable to the non-controlling interest totaled $185,229 during the year ended December 31, 2014. | ||||
Effects of changes in Players Network’s ownership interest in its subsidiary during the year ended December 31, 2014 are as follows: | |||||
December 31, | |||||
2014 | |||||
Net loss attributable to parent | $ | (904,306 | ) | ||
Transfers to the non-controlling interest: | |||||
Increase in parent’s paid-in capital for sale of 1% interest in subsidiary | 60,000 | ||||
Increase in parent’s paid-in capital for exchange of 16% interest in subsidiary for services | 960,000 | ||||
Increase in parent’s paid-in capital for sale of 1.6% interest in subsidiary | 160,000 | ||||
Net transfers to the non-controlling interest | 1,180,000 | ||||
Change from net loss attributable to the parent and transfers to the non-controlling interest | $ | 275,694 |
Note_24_Subsequent_Events
Note 24 - Subsequent Events | 12 Months Ended | ||
Dec. 31, 2014 | |||
Subsequent Events [Abstract] | |||
Note 24 - Subsequent Events | Convertible Debenture Proceeds | ||
On March 11, 2015, the Company received net proceeds of $70,000 in exchange for a 12% interest bearing, unsecured convertible promissory note dated March 2, 2015 with a face value of $75,000 (“First JSJ Note”), which matures on September 2, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the lesser of: (i) 58% of the average of the two (2) lowest closing prices over the 10 days prior to conversion; or (ii) 58% of the average of the two (2) lowest closing prices over the 10 days prior to the execution of the note (which was $0.008932). The note includes prepayment cash redemption penalties between 25% and 40% of outstanding principal and interest, 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 30 million shares of common stock for potential conversions. | |||
On February 5, 2015, the Company received net proceeds of $50,000 with a face value of $53,750 that carries an 8% interest rate (“Second Tangiers Note”), which matures on February 5, 2016. The note is part of total loan offering with a $236,500 face value and OID of 7.5% of any consideration paid, whereby $75,250 was previously advanced with the initial execution of the note on October 13, 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 lowest trading prices of the Company’s common stock for the fifteen (15) trading days prior to, and including, the conversion date. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to fifty percent (50%), rather than the sixty percent (60%) conversion rate while that “Chill” is in effect, and an additional 5% discount if the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) is not eligible for a cumulative total conversion price equal to forty five percent (45%). The note carries a twenty percent (20%) interest rate and $1,000 per day of liquidated damages 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 $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 must at all times reserve at least 5 million shares of common stock for potential conversions. | |||
On January 27, 2015, the Company received $35,000 in exchange for an unsecured convertible promissory note with a face value of $36,750 that carries a 12% interest rate (“Second Group 10 Note”), which matures on January 27, 2016. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the lesser of (a) fifty-eight percent (58%) multiplied by the Lowest Closing Price as of the date a Notice of Conversion is given (which represents a discount rate of forty-two percent (42%)) or (b) five cents ($0.05). The conversion price is subject to the following adjustments: | |||
iii. | If the market capitalization of the Borrower is less than Three Hundred Thousand Dollars ($300,000) on the day immediately prior to the date of the Notice of Conversion, then the Conversion Price shall be twenty-five percent (25%) multiplied by the Lowest Closing Price as of the date a Notice of Conversion is given (which represents a discount rate of seventy-five percent (75%)); and | ||
iv. | If the closing price of the Borrower’s Common Stock on the day immediately prior to the date of the Notice of Conversion is less than .001 then the Conversion Price shall be twenty-five percent (25%) multiplied by the Lowest Closing Price as of the date a Notice of Conversion is given (which represents a discount rate of seventy-five percent (75%)). | ||
The note carries an eighteen percent (18%) interest rate in the event of default along with a $1,000 penalty per business day commencing the business day following the date of the event of default. The note also includes prepayment cash redemption penalties between up to 15% of outstanding principal and interest, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The promissory note carries a $1,750 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 20 million shares of common stock for potential conversions. | |||
Convertible Debenture Repayments | |||
On March 12, 2015, the Company repaid $50,542 on the Third LG Capital Note, consisting of $37,500 of principal and $13,042 of interest and prepayment penalties. The convertible promissory note was subsequently cancelled as paid in full. | |||
On February 2, 2015, the Company repaid the final payment of $8,125 on the David Tice promissory note pursuant to the April 10, 2014 Settlement Agreement, resulting in a gain on debt extinguishment of $6,482. The promissory note was subsequently cancelled as paid in full. | |||
Common Stock Issuances for Debt Conversions | |||
On April 2, 2015, the Company issued 1,975,309 shares of common stock pursuant to the conversion of $10,000 of outstanding principal on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On April 1, 2015, the Company issued 2,428,058 shares of common stock pursuant to the conversion of $13,500 of outstanding principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On March 23, 2015, the Company issued 1,777,778 shares of common stock pursuant to the conversion of $10,000 of outstanding principal on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On March 10, 2015, the Company issued 2,000,000 shares of common stock pursuant to the conversion of $10,000 of outstanding principal on the First Vista Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On March 10, 2015, the Company issued 1,861,042 shares of common stock pursuant to the conversion of $15,000 of outstanding principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On February 24, 2015, the Company issued 2,068,966 shares of common stock pursuant to the conversion of $18,000 of outstanding principal on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On February 20, 2015, the Company issued 1,463,557 shares of common stock pursuant to the conversion of $15,000 of outstanding principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On February 10, 2015, the Company issued 1,000,000 shares of common stock pursuant to the conversion of $9,685 of outstanding principal on the First Vista Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On February 5, 2015, the Company issued 1,479,290 shares of common stock pursuant to the conversion of $15,000 of outstanding principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On February 2, 2015, the Company issued 1,133,914 shares of common stock pursuant to the conversion of $9,536 of outstanding debt, consisting of $6,000 of principal and $3,536 of interest, on the First Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On January 27, 2015, the Company issued 1,190,477 shares of common stock pursuant to the conversion of $10,000 of outstanding principal on the First WHC Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
On January 2, 2015, the Company issued 1,415,571 shares of common stock pursuant to the conversion of $14,000 of outstanding principal on the First Group 10 Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. | |||
Common Stock Issuances on Subscriptions Payable | |||
On January 5, 2015, the Company issued 750,000 shares of common stock in satisfaction of a subscriptions payable pursuant to the December 10, 2014 conversion of $9,238 of outstanding principal on the First Vista Note. | |||
On January 2, 2015, the Company issued 784,929 shares of common stock in satisfaction of a subscriptions payable pursuant to the December 30, 2014 conversion of $10,000 of outstanding principal on the First Typenex Note. | |||
Common Stock Issuances for Services | |||
On January 25, 2015, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 500,000 shares of restricted common stock for professional services provided. The total fair value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 500,000 shares of restricted common stock for platform development services provided. The total fair value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 1,600,000 shares of restricted common stock for video production services provided. The total fair value of the common stock was $26,240 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 1,500,000 shares of common stock to its CEO as compensation for services as a Director. The total fair value of the common stock was $24,600 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 1,500,000 shares of common stock to its President of Programming as compensation for services as a Director. The total fair value of the common stock was $24,600 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 1,500,000 shares of common stock to one of its Directors as compensation for services as a Director. The total fair value of the common stock was $24,600 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 500,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant. | |||
On January 25, 2015, the Company issued 500,000 shares of S-8 common stock for professional services provided. The total fair value of the common stock was $8,200 based on the closing price of the Company’s common stock on the date of grant. | |||
Common Stock Issued in Settlement for Series Preferred Stock Cancellation | |||
On March 31, 2015, the Company cancelled 4,349,339 shares of Series B Preferred Stock pursuant to a settlement agreement entered into on April 10, 2014 with Tice Capital, LLC, and issued 4,349,339 shares of common stock in exchange. No additional Series B Preferred shares are outstanding. | |||
Common Stock Options Expired | |||
On February 29, 2015, a total of 450,000 options amongst two option holders with a strike price of $0.08 per share expired. | |||
Common Stock Warrants Expired | |||
On February 14, 2015, a total of 80,000 warrants held by our CEO with a strike price of $0.15 per share expired. | |||
On January 15, 2015, a total of 250,000 warrants with a strike price of $0.15 per share expired. | |||
On January 1, 2015, a total of 300,000 warrants with a strike price of $0.08 per share expired. |
Note_1_Nature_of_Business_and_1
Note 1 - Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Nature of Business | Players Network (Stock Symbol: 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. | |||||||||
On July 8, 2014, we formed a subsidiary, Green Leaf Farms Holdings, Inc. (“GLFH”), in which we retained 83% ownership, with the remaining 17% held by key experts and advisors. An additional 1.6% was sold to an investor on December 8, 2014, giving PNTV 81.4% ownership and minority interests ownership of 18.6% as of December 31, 2014. The subsidiary has been formed as a holding company to potentially own additional subsidiaries that may operate medical marijuana related businesses. These additional subsidiaries have yet to be formed, and, or, acquired, with the exception of Green Leaf Medical, LLC (“GLML”), which was formed on July 18, 2014 and has no activity to date. We had applied for a Medical Marijuana Dispensary special use permit with the City of Las Vegas, and Cultivation and Processing special use permits in North Las Vegas and a license for all permits in the State of Nevada, and have currently been granted the two special use permits in North Las Vegas, however there can be no assurance we will be able to conduct these operations. As such, there is a risk that we may not be able to expand our operations into this field as intended. | |||||||||
Basis of Accounting | Our consolidated financial statements are prepared using the accrual method of accounting as generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). | ||||||||
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership: | ||||||||
State of | Abbreviated | ||||||||
Name of Entity(2) | Incorporation | Relationship | Reference | ||||||
Players Network(1) | Nevada | Parent | PNTV | ||||||
Green Leaf Farms Holdings, Inc.(2) | Nevada | Subsidiary | GLFH | ||||||
Green Leaf Medical, LLC(3)(4) | Nevada | Subsidiary | GLML | ||||||
(1)Players Network entity is in the form of a Corporation. | |||||||||
(2)Majority-owned subsidiary formed on July 8, 2014, in which PNTV retained 83% ownership, with the remaining 17% held by key experts and advisors. An additional 1.6% was sold to an investor on December 8, 2014, giving PNTV 81.4% ownership and minority interests ownership of 18.6% as of December 31, 2014. | |||||||||
(3)Wholly-Owned subsidiary of GLFH formed for prospective purposes, but has not incurred any income or expenses to date. | |||||||||
(4)Entity formed for prospective purposes, but has not incurred any income or expenses to date. | |||||||||
The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, PNTV and subsidiaries, GLFH and GLML will be collectively referred to herein as the “Company”, “Players Network” or “PNTV”. The Company's headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. | |||||||||
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. | |||||||||
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. | ||||||||
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. | ||||||||
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. In addition, the Company had debt instruments 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, 2014 and 2013. | ||||||||
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. We had no debts expense during the years ended December 31, 2014 and 2013, 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. Our investments which are accounted for on the cost method of accounting have been completely impaired previously, and no impairment expense was recognized during the years ended December 31, 2014 or 2013. | ||||||||
Deferred Television Costs | Deferred Television Costs | ||||||||
Deferred television costs 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; and accordingly, recognized $75,617 of expenses related to the development of the pilot. The remaining $135,000 of revenues, and corresponding $116,454 of deferred television costs, were deferred and will be recognized upon completion and delivery of the remaining content. We also delivered a series of ‘webisodes’ and miscellaneous footage in June of 2014, however, the recipient refused to accept the modification of the terms and we had to reverse the recognition and defer the revenue and related television costs as of December 31, 2014. | |||||||||
Deferred television costs consist of the following at December 31, 2014 and 2013, respectively: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
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 the Company 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. The Company did not recognize any impairment losses on the disposal of fixed assets during the years ended December 31, 2014 and 2013. | ||||||||
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 $21,750 and $11,000 of debt issuance costs during the years ended December 31, 2014 and 2013, respectively, of which the unamortized balance of debt issuance costs at December 31, 2014 and 2013 was $9,959 and $3,399, respectively. Amortization of debt issuance costs charged to interest expense was $15,190 and $37,556 for the years ended December 31, 2014 and 2013, 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. | |||||||||
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, 2014 and December 31, 2013: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred revenues on television pilot episodes | $ | 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 $147,145 and $11,684 for the years ended December 31, 2014 and 2013, 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, 2014 and 2013 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 2014 and 2013, 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 | 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 $1,755,336 and $449,667 for the years ended December 31, 2014 and 2013, 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 June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. | ||||||||
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations. |
Note_1_Nature_of_Business_and_2
Note 1 - Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Principles of Consolidation | State of | Abbreviated | |||||||
Name of Entity(2) | Incorporation | Relationship | Reference | ||||||
Players Network(1) | Nevada | Parent | PNTV | ||||||
Green Leaf Farms Holdings, Inc.(2) | Nevada | Subsidiary | GLFH | ||||||
Green Leaf Medical, LLC(3)(4) | Nevada | Subsidiary | GLML | ||||||
(1)Players Network entity is in the form of a Corporation. | |||||||||
(2)Majority-owned subsidiary formed on July 8, 2014, in which PNTV retained 83% ownership, with the remaining 17% held by key experts and advisors. An additional 1.6% was sold to an investor on December 8, 2014, giving PNTV 81.4% ownership and minority interests ownership of 18.6% as of December 31, 2014. | |||||||||
(3)Wholly-Owned subsidiary of GLFH formed for prospective purposes, but has not incurred any income or expenses to date. | |||||||||
(4)Entity formed for prospective purposes, but has not incurred any income or expenses to date. | |||||||||
Deferred television costs | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
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 | |||||
Fixed Assets estimated life | Software | 3 years | |||||||
Office equipment and website development costs | 5 years | ||||||||
Furniture and fixtures | 7 years | ||||||||
Deferred revenues | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Deferred revenues on television pilot episodes | $ | 135,000 | $ | 135,000 |
Note_4_Fair_Value_of_Financial1
Note 4 - Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Valuation of financial instruments at fair value on a non-recurring basis | Fair Value Measurements at December 31, 2014 | ||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 207,167 | $ | – | $ | – | |||||||
Total assets | 207,167 | – | – | ||||||||||
Liabilities | |||||||||||||
Convertible debentures, net of discounts of $537,505 | – | – | 183,998 | ||||||||||
Short term debt | – | 10,625 | – | ||||||||||
Derivative liability | – | – | 1,417,187 | ||||||||||
Total liabilities | – | 10,625 | 1,601,185 | ||||||||||
$ | 207,167 | $ | (10,625 | ) | $ | (1,601,185 | ) | ||||||
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 | ) |
Note_7_Fixed_Assets_Tables
Note 7 - Fixed Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Fixed assets | December 31, | ||||||||
2014 | 2013 | ||||||||
Office equipment | $ | 48,884 | $ | 12,898 | |||||
Website development costs | 99,880 | 99,880 | |||||||
Furniture and fixtures | 2,730 | 2,730 | |||||||
151,494 | 115,508 | ||||||||
Less accumulated depreciation | (80,223 | ) | (52,749 | ) | |||||
$ | 71,271 | $ | 62,759 |
Note_8_Accrued_Expenses_Tables
Note 8 - Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Customer Deposits | $ | – | $ | 13,500 | |||||
Accrued Payroll, Officers | 228 | 19,020 | |||||||
Accrued Payroll and Payroll Taxes | 135,234 | 135,234 | |||||||
Accrued Interest | 45,117 | 14,597 | |||||||
$ | 180,579 | $ | 182,351 |
Note_9_Convertible_Debentures_
Note 9 - Convertible Debentures (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Convertible Debentures | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
On December 15, 2014, the Company received net proceeds of $60,000 in exchange for an unsecured convertible promissory note with a face value of $64,000 that carries an 8% interest rate (“Second KBM Note”), which matures on June 13, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty one percent (61%) of the average of the three (3) lowest closing bid prices of the Company’s common stock over 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 $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 25 million shares of common stock for potential conversions. | $ | 64,000 | $ | – | |||||
On November 5, 2014, the Company received net proceeds of $100,000 in exchange for an unsecured convertible promissory note with a face value of $104,000 that carries an 8% interest rate (“First KBM Note”), which matures on July 29, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty one percent (61%) of the average of the three (3) lowest closing bid prices of the Company’s common stock over 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 $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 43 million shares of common stock for potential conversions. | 104,000 | – | |||||||
On October 13, 2014, the Company received net proceeds of $70,000 in exchange for an unsecured convertible promissory note with a face value of $75,250 that carries an 8% interest rate (“First Tangiers Note”), which matures on October 13, 2015. The note is part of total loan offering with a $236,500 face value and OID of 7.5% of any consideration paid. 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 lowest trading prices of the Company’s common stock for the fifteen (15) trading days prior to, and including, the conversion date. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to fifty percent (50%), rather than the sixty percent (60%) conversion rate while that “Chill” is in effect, and an additional 5% discount if the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) is not eligible for a cumulative total conversion price equal to forty five percent (45%). The note carries a twenty percent (20%) interest rate and $1,000 per day of liquidated damages 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 $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 must at all times reserve at least 5 million shares of common stock for potential conversions. | 75,250 | – | |||||||
On September 22, 2014, the Company received net proceeds of $35,000 in exchange for an unsecured convertible promissory note, bearing interest at twelve percent (12%) with a face value of $38,500 (“Second Vista Note”), which matures on June 1, 2016, as part of a larger financing agreement that enables the Company to draw total proceeds of $225,000 at the discretion of the lender. The financing carries a total face value of $250,000 and a $25,000 Original Issue Discount. 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 average of the two (2) lowest closing bid prices during the sixteen (16) trading days prior to the conversion request date. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 120% of the outstanding balance at the time of default. The promissory note carries a $3,500 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 35 million shares of common stock for potential conversions as depicted in the First Vista Note. | 38,500 | – | |||||||
On August 19, 2014, the Company received net proceeds of $40,000 in exchange for an unsecured convertible promissory note, bearing interest at 8% annually, with a face value of $80,000 (“Second WHC Note”), which matures on August 19, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty seven and a half percent (57.5%) of the average of the two (2) lowest closing bid prices of the Company’s common stock over the ten (10) trading days immediately preceding the conversion request date. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 150% of the outstanding balance at the time of default, and the interest rate increases to twenty two percent (22%) per annum. The promissory note carries a $5,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 12 million shares of common stock for potential conversions. | 45,000 | – | |||||||
On July 15, 2014, the Company received net proceeds of $35,000 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $37,500 (“Third LG Note”), which matures on March 15, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trading price of the Company’s common stock for the twelve (12) trading days prior to, and including, the conversion date if received after 4PM Eastern Standard Time. The note also carries an additional “Back-end Note” with the same terms as the original note that enables the lender to lend the Company another $37,500, less $1,750 of debt issuance costs and $3,500 in due diligence fees, with a holding period that tacks to the original note for purposes of Rule 144 of the Securities Exchange Act of 1934. 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. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 60% while that “Chill” is in effect. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 9,513,000 shares of common stock for potential conversions. | 37,500 | – | |||||||
On June 13, 2014, the Company received net proceeds of $75,000 in exchange for an unsecured convertible promissory note, bearing interest at 8% annually, with a face value of $80,000 (“First WHC Note”), which matures on June 13, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty two and a half percent (62.5%) of the average of the two (2) lowest closing bid prices of the Company’s common stock over the ten (10) trading days immediately preceding the conversion request date. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 150% of the outstanding balance at the time of default, and the interest rate increases to twenty two percent (22%) per annum. The promissory note carries a $5,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. In addition, the Company issued warrants to purchase 1.5 million shares of the Company’s common stock at a strike price of $0.05 per share exercisable over three years from the date of issuance. On December 26, 2014, the note holder elected to convert a total of $10,000 of principal in exchange for 1,501,502 shares of common stock. The Company must at all times reserve at least 24 million shares of common stock for potential conversions. | 70,000 | – | |||||||
On June 2, 2014, the Company received net proceeds of $50,000 in exchange for an unsecured convertible promissory note, bearing interest at twelve percent (12%) with a face value of $55,000 (“First Vista Note”), which matures on June 1, 2016, as part of a larger financing agreement that enables the Company to draw total proceeds of $225,000 at the discretion of the lender. The financing carries a total face value of $250,000 and a $25,000 Original Issue Discount. 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 average of the two (2) lowest closing bid prices during the sixteen (16) trading days prior to the conversion request date. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 120% of the outstanding balance at the time of default. The promissory note carries a $5,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. On December 10, 2014, the note holder elected to convert a total of $9,238 of principal in exchange for 1,415,571 shares of common stock, that were subsequently issued on January 5, 2015. The Company must at all times reserve at least 35 million shares of common stock for potential conversions. | 45,762 | – | |||||||
On May 20, 2014, the Company received net proceeds of $100,000 in exchange for an unsecured convertible promissory note, bearing interest at 10% annually, with a face value of $113,000 (“First Typenex Note”), which matures on May 19, 2015. 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 average of the three (3) lowest (“Trading Prices”), whereby Trading Price is defined as the volume weighted average price (“VWAP”) of the Company’s common stock over the fifteen (15) trading days prior to the conversion request date. If the arithmetic average of the three (3) lowest Trading Prices is less than $0.01, then the Conversion Factor will be reduced to 60%. The debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. In the event of default, the outstanding balance immediately prior to the occurrence of the event of default shall immediately increase to 125% of the outstanding balance at the time of default, and the interest rate increases to twenty two percent (22%) per annum. The promissory note carries a $10,000 Original Issue Discount, and loan origination costs of $3,000, that are being amortized over the life of the loan on the straight line method, which approximates the effective interest method. On various dates between November 24, 2014 and December 26, 2014, the note holder elected to convert a total of $35,000 of principal in exchange for 2,587,759 shares of common stock, of which 784,929 shares, representing $10,000 of principal, was subsequently issued on January 2, 2015. The Company must at all times reserve at least three times the number of shares equal to the outstanding balance divided by the conversion price, but in any event not less than 22 million shares of common stock for potential conversions. | 78,000 | – | |||||||
On May 9, 2014, the Company received $50,000 in exchange for an unsecured convertible promissory note that carries a 12% interest rate (“First Group 10 Note”), which matures on May 8, 2015. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the lesser of (a) fifty eight percent (58%) of the average of the two lowest closing bid prices of the Company’s common stock for the seventeen (17) trading days prior to the conversion notice date, or (b) four and a half cents ($0.045) per share. 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 promissory note carries a $2,500 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. On various dates between November 10, 2014 and December 1, 2014, the note holder elected to convert a total of $30,000 of principal in exchange for 2,796,907 shares of common stock. The Company must at all times reserve at least 20 million shares of common stock for potential conversions. | 20,000 | – | |||||||
On April 24, 2014, the Company received net proceeds of $33,250 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $35,000 (“Second LG Note”), which matures on April 11, 2015. The principal and interest is 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 lowest closing bid prices of the Company’s common stock for the twelve (12) trading days prior to, and including, 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 $1,750 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 5 million shares of common stock for potential conversions. On October 31, 2014, the note holder sent demand for repayment. The note is currently in default. | 35,000 | – | |||||||
On April 17, 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 (“Fourth JMJ Note”), which matures on April 16, 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 fifty five percent (55%) of the lowest trading price of the Company’s common stock over the twenty five (25) trading days prior to the conversion request date, as amended within the original promissory note on April 10, 2014. 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 promissory note carries a $4,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 60 million shares of common stock for potential conversions. | 44,000 | – | |||||||
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 19, 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, as amended within the original promissory note on April 10, 2014. An additional 5% discount applies on conversion shares that are ineligible for deposit into the DTC system and are only eligible for Xclearing deposit. 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 promissory note carries a $4,000 Original Issue Discount that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 60 million shares of common stock for potential conversions, as noted in the First JMJ Note disclosure. | 44,000 | – | |||||||
On January 8, 2014, the Company received net proceeds of $21,750 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $25,500 (“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 additional “Back-end Note” with the same terms as the original note that enables the lender to lend the Company another $25,500, less $3,250 of debt issuance costs, with a holding period that tacks to the original note for purposes of Rule 144 of the Securities Exchange Act of 1934. 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 over the life of the loan on the straight line method, which approximates the effective interest method. On various dates between August 13, 2014 and September 23, 2014, the note holder elected to convert a total of $25,500 of principal and $1,428 of interest in exchange for 2,755,192 shares of common stock in complete satisfaction of the debt. The Company had to reserve at least 6 million shares of common stock for potential conversions. | – | – | |||||||
On January 8, 2014, the Company received net proceeds of $21,750 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $25,500 (“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 additional “Back-end Note” with the same terms as the original note that enables the lender to lend the Company another $25,500, less $3,250 of debt issuance costs, with a holding period that tacks to the original note for purposes of Rule 144 of the Securities Exchange Act of 1934. 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 over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 6 million shares of common stock for potential conversions. On July 7, 2014, the Company repaid $34,736 on the First LG Note, consisting of $25,500 of principal and $9,236 of interest and prepayment penalties. The convertible promissory note was subsequently cancelled as paid in full. The principal and interest was subsequently repaid in full prior to maturity with a cash payment of $34,736, consisting of $25,500 of principal and $9,236 of interest and prepayment penalties, on July 2, 2014 out of the proceeds from the June 26, 2014 convertible debt financing received from WHC Capital, LLC (“First WHC Note”). | – | – | |||||||
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 over the life of the loan on the straight line method, which approximates the effective interest method. The principal and interest was subsequently repaid in full prior to maturity with a cash payment of $19,240, consisting of $12,500 of principal and $6,740 of interest and prepayment penalties, on May 2, 2014 out of the proceeds from the April 24, 2014 convertible debt financing received from LG Capital Funding, LLC (“Second LG Capital Note”). | – | 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 over the life of the loan on the straight line method, which approximates the effective interest method. The principal and interest was repaid in full prior to maturity with a cash payment of $39,239, consisting of $25,500 of principal and $13,739 of interest and prepayment penalties, on January 31, 2014 out of the proceeds from the January 8, 2014 convertible debt financing received from GEL Properties, LLC (“First GEL Note”). | – | 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. An additional 5% discount applies on conversion shares that are ineligible for deposit into the DTC system and are only eligible for Xclearing deposit. 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, which approximated the effective interest method. On May 12, 2014, the note holder elected to convert a total of $10,308, consisting of $7,008 of principal and $3,300 of accrued interest, in exchange for 805,058 shares of common stock. The Company must at all times reserve at least 60 million shares of common stock for potential conversions, as noted in the First JMJ Note disclosure. | 20,491 | 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. An additional 5% discount applies on conversion shares that are ineligible for deposit into the DTC system and are only eligible for Xclearing deposit. 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 $1,881 and $-0- of interest expense related to these debt issuance costs during the three months ended March 31, 2014 and 2013, respectively. The Company amortized the $5,500 original issuance discount over the life of the loan on the straight line method, which approximated the effective interest method. The note holder elected to convert a total of $13,000 of principal in exchange for 1,000,000 shares of common stock on February 24, 2014, and $26,000 of principal in exchange for 2,000,000 shares of common stock on March 14, 2014. Another $27,300 of principal was subsequently converted in exchange for 2,100,000 shares on April 22, 2014, and the final conversion of $11,460 was executed on May 12, 2014, consisting of $4,200 of principal and $7,260 of accrued interest in exchange for 894,942 shares of common stock. The conversions were in accordance with the terms of the note; therefore no gain or loss has been recognized. The Company must at all times reserve at least 60 million shares of common stock for potential conversions. | $ | – | $ | 70,500 | |||||
Total convertible debentures | 721,503 | 136,000 | |||||||
Less: unamortized debt discounts | (537,505 | ) | (53,579 | ) | |||||
Convertible debentures | $ | 183,998 | $ | 82,421 |
Note_11_Short_Term_Debt_Tables
Note 11 - Short Term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Short-term debt | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
4% unsecured debenture, due June 7, 2012. Currently in default. On June 2, 2014, the Company and the lender entered into a settlement agreement whereby the note will be considered satisfactorily paid in full with the successful payment of four equal payments of $8,125 made in quarterly periods, of which the first three payments were delivered on June 27, 2014, August 26, 2014 and November 17, 2014, respectively, and one final payment was subsequently paid on February 2, 2015. | $ | 10,625 | $ | 35,000 | |||||
Interest expense by instrument | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Interest on convertible debentures | $ | 71,134 | $ | 37,364 | |||||
Amortization of discount on convertible debentures | 334,951 | 348,420 | |||||||
Amortization of debt issuance costs | 15,190 | 27,556 | |||||||
Interest on short term debt | 1,090 | 1,400 | |||||||
Accounts payable related finance charges | 993 | 1,070 | |||||||
$ | 423,358 | $ | 415,810 |
Note_12_Derivative_Liabilities1
Note 12 - Derivative Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Liability [Abstract] | |||||||||
Derivative liability value | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Convertible debentures | $ | 1,301,032 | $ | 221,275 | |||||
Common stock warrants | 110,756 | 395,144 | |||||||
Convertible preferred stock | 5,399 | 31,879 | |||||||
$ | 1,417,187 | $ | 648,298 | ||||||
Fair market value of the derivative liability | Derivative | ||||||||
Liability | |||||||||
Total | |||||||||
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 | |||||||
Increase in derivative value due to issuances of convertible promissory notes | 1,434,887 | ||||||||
Increase in derivative value attributable to issuance of warrants | 20,633 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | 153,998 | ||||||||
Debt conversions | (840,629 | ) | |||||||
Balance, December 31, 2014 | $ | 1,417,187 |
Note_14_Common_Stock_Options_T
Note 14 - Common Stock Options (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Common Stock Options outstanding | 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 | ||||||||||||||||
$0.04 – $0.08 | 11,300,000 | 2.72 years | $ | 0.05 | 11,300,000 | $ | 0.05 | ||||||||||||||
Stock options valuation assumptions | December 31, | December 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Average risk-free interest rates | 0.33% | 0.25% | |||||||||||||||||||
Average expected life (in years) | 2.92 | 2 | |||||||||||||||||||
Volatility | 248% | 177% | |||||||||||||||||||
Stock options activity | Weighted | ||||||||||||||||||||
Average | |||||||||||||||||||||
Number | Exercise | ||||||||||||||||||||
of Shares | Price | ||||||||||||||||||||
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 | |||||||||||||||||||
Options expired | (2,140,000 | ) | (0.23 | ) | |||||||||||||||||
Options cancelled | – | – | |||||||||||||||||||
Options granted | 9,700,000 | 0.05 | |||||||||||||||||||
Options exercised | – | – | |||||||||||||||||||
Balance, December 31, 2014 | 11,300,000 | $ | 0.05 | ||||||||||||||||||
Exercisable, December 31, 2014 | 11,300,000 | $ | 0.05 |
Note_15_Series_B_Preferred_Sto1
Note 15 - Series B Preferred Stock Warrants (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Note 15 - Series B Preferred Stock Warrants | ||||||||||||||||||||||
Series B Preferred Stock Warrants outstanding | 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- | -0- | -0- | $ | -0- | -0- | $ | -0- | ||||||||||||||
Series B preferred stock warrants | Weighted | |||||||||||||||||||||
Average | ||||||||||||||||||||||
Number | Exercise | |||||||||||||||||||||
of Shares | Price | |||||||||||||||||||||
Balance, December 31, 2012 | 4,349,339 | $ | 0.41 | |||||||||||||||||||
Options expired | (4,349,339 | ) | (0.41 | ) | ||||||||||||||||||
Options cancelled | – | – | ||||||||||||||||||||
Options granted | – | – | ||||||||||||||||||||
Options exercised | – | – | ||||||||||||||||||||
Balance, December 31, 2013 | – | – | ||||||||||||||||||||
Options expired | – | – | ||||||||||||||||||||
Options cancelled | – | – | ||||||||||||||||||||
Options granted | – | – | ||||||||||||||||||||
Options exercised | – | – | ||||||||||||||||||||
Balance, December 31, 2014 | – | $ | – | |||||||||||||||||||
Exercisable, December 31, 2014 | – | $ | – |
Note_16_Common_Stock_Warrants_
Note 16 - Common Stock Warrants (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Summary of information about the Common Stock Warrants outstanding | 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 | ||||||||||||||||
$0.04 – $0.08 | 11,300,000 | 2.72 years | $ | 0.05 | 11,300,000 | $ | 0.05 | ||||||||||||||
Fair value of each warrant grant is estimated on the date of grant | December 31, | December 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Average risk-free interest rates | 0.33% | 0.25% | |||||||||||||||||||
Average expected life (in years) | 2.92 | 2 | |||||||||||||||||||
Volatility | 248% | 177% | |||||||||||||||||||
Common stock warrant activity | Weighted | ||||||||||||||||||||
Average | |||||||||||||||||||||
Number | Exercise | ||||||||||||||||||||
of Shares | Price | ||||||||||||||||||||
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 | |||||||||||||||||||
Options expired | (2,140,000 | ) | (0.23 | ) | |||||||||||||||||
Options cancelled | – | – | |||||||||||||||||||
Options granted | 9,700,000 | 0.05 | |||||||||||||||||||
Options exercised | – | – | |||||||||||||||||||
Balance, December 31, 2014 | 11,300,000 | $ | 0.05 | ||||||||||||||||||
Exercisable, December 31, 2014 | 11,300,000 | $ | 0.05 | ||||||||||||||||||
Common Stock Warrants | |||||||||||||||||||||
Summary of information about the Common Stock Warrants outstanding | 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 - $0.18 | 14,150,000 | 5.93 years | $ | 0.05 | 14,150,000 | $ | 0.05 | ||||||||||||||
Fair value of each warrant grant is estimated on the date of grant | December 31, | December 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Average risk-free interest rates | 0.33% | 0.32% | |||||||||||||||||||
Average expected life (in years) | 1.59 | 9.71 | |||||||||||||||||||
Volatility | 248% | 190% | |||||||||||||||||||
Common stock warrant activity | Weighted | ||||||||||||||||||||
Average | |||||||||||||||||||||
Number | Exercise | ||||||||||||||||||||
of Shares | Price | ||||||||||||||||||||
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 | |||||||||||||||||||
Warrants expired | (869,565 | ) | (0.41 | ) | |||||||||||||||||
Warrants cancelled | – | – | |||||||||||||||||||
Warrants granted | 4,700,000 | 0.06 | |||||||||||||||||||
Warrants exercised | – | – | |||||||||||||||||||
Balance, December 31, 2013 | 14,150,000 | $ | 0.05 | ||||||||||||||||||
Exercisable, December 31, 2013 | 14,150,000 | $ | 0.05 |
Note_18_Income_Taxes_Tables
Note 18 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Components of deferred tax asset | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 6,440,000 | $ | 5,348,700 | |||||
Net deferred tax assets before valuation allowance | $ | 6,440,000 | $ | 5,348,700 | |||||
Less: Valuation allowance | (6,440,000 | ) | (5,348,700 | ) | |||||
Net deferred tax assets | $ | – | $ | – | |||||
Reconciliation income tax benefit | December 31, | ||||||||
2014 | 2013 | ||||||||
Federal and state statutory rate | 35% | 35% | |||||||
Change in valuation allowance on deferred tax assets | (35% | ) | (35% | ) |
Note_19_Future_Minimum_Lease_P1
Note 19. Future Minimum Lease Payments (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
Future Minimum Lease Payments | Year Ending | ||||
December 31, | Amount | ||||
2015 | $ | 37,407 | |||
2016 | 25,530 | ||||
Thereafter | – | ||||
$ | 62,937 |
Note_23_NonControlling_Interes1
Note 23 Non-Controlling Interest (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Noncontrolling Interest [Abstract] | |||||
Effects of changes in Players Network's ownership interest in its subsidiary | December 31, | ||||
2014 | |||||
Net loss attributable to parent | $ | (904,306 | ) | ||
Transfers to the non-controlling interest: | |||||
Increase in parent’s paid-in capital for sale of 1% interest in subsidiary | 60,000 | ||||
Increase in parent’s paid-in capital for exchange of 16% interest in subsidiary for services | 960,000 | ||||
Increase in parent’s paid-in capital for sale of 1.6% interest in subsidiary | 160,000 | ||||
Net transfers to the non-controlling interest | 1,180,000 | ||||
Change from net loss attributable to the parent and transfers to the non-controlling interest | $ | 275,694 |
Note_1_Nature_of_Business_and_3
Note 1 - Nature of Business and Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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_Nature_of_Business_and_4
Note 1 - Nature of Business and Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2014 | |
Software | |
Estimated useful lives | 3 years |
Office Equipment | |
Estimated useful lives | 5 years |
Furniture and Fixtures | |
Estimated useful lives | 7 years |
Note_1_Nature_of_Business_and_5
Note 1 - Nature of Business and Significant Accounting Policies (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred revenues | ||
Total deferred revenues | $135,000 | $135,000 |
Deferred revenues on television pilot episodes | ||
Deferred revenues | ||
Total deferred revenues | $135,000 | $135,000 |
Note_1_Nature_of_Business_and_6
Note 1- Nature of Business and Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Nature Of Business And Significant Accounting Policies Details Narrative | ||
Debt issuance costs | $21,750 | $11,000 |
Unamortized debt issuance costs | 9,959 | 3,399 |
Amortization of debt issuance costs | 15,190 | 37,556 |
Advertising and promotions | 147,145 | 11,684 |
Stock and stock options issued for services and compensation | $1,755,336 | $449,667 |
Note_2_Going_Concern_Details_N
Note 2 - Going Concern (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Note 2 - Going Concern | ||
Accumulated deficit | ($26,848,642) | ($23,567,996) |
Working Capital | -1,868,948 | |
Total liabilities exceeded its total assets | ($1,787,718) |
Note_3_Related_Party_Details_N
Note 3 - Related Party (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ||
Officer compensation expense | $544,472 | $212,831 |
Amount owed to officer | $228 | $4,725 |
Note_4_Fair_Value_of_Financial2
Note 4 - Fair Value of Financial Instruments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Liabilities | |||
Derivative liabilities | $1,417,187 | $648,298 | $356,608 |
Fair Value Inputs Level 1 Fair Value Measurements Nonrecurring | |||
Assets | |||
Cash | 207,167 | 4,696 | |
Total assets | 207,167 | 4,696 | |
Liabilities | |||
Convertible debentures, net of discount | 0 | 0 | |
Short term debt | 0 | 0 | |
Derivative liabilities | 0 | 0 | |
Total Liabilities | 0 | 0 | |
Net | 207,167 | 4,696 | |
Fair Value Inputs Level 2 Fair Value Measurements Nonrecurring | |||
Assets | |||
Cash | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities | |||
Convertible debentures, net of discount | 0 | 0 | |
Short term debt | 10,625 | 35,000 | |
Derivative liabilities | 0 | 0 | |
Total Liabilities | 10,625 | 35,000 | |
Net | -10,625 | -35,000 | |
Fair Value Inputs Level 3 Fair Value Measurements Nonrecurring | |||
Assets | |||
Cash | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities | |||
Convertible debentures, net of discount | 183,998 | 82,421 | |
Short term debt | 0 | 0 | |
Derivative liabilities | 1,417,187 | 648,298 | |
Total Liabilities | 1,601,185 | 730,719 | |
Net | ($1,601,185) | ($730,719) |
Note_4_Fair_Value_of_Financial3
Note 4 - Fair Value of Financial Instruments (Details Narrative) (Fair Value Inputs Level 3 Fair Value Measurements Nonrecurring, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Inputs Level 3 Fair Value Measurements Nonrecurring | ||
Convertible debentures and the related derivative liability | $721,503 | $136,000 |
Discount on convertible debenture | $537,505 | $53,579 |
Note_7_Fixed_Assets_Details
Note 7 - Fixed Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fixed assets | ||
Office equipment | $48,884 | $12,898 |
Website development costs | 99,880 | 99,880 |
Furniture and fixtures | 2,730 | 2,730 |
Fixed assets, gross | 151,494 | 115,508 |
Less accumulated depreciation | -80,223 | -52,749 |
Fixed assets, net | $71,271 | $62,759 |
Note_7_Fixed_Assets_Details_Na
Note 7 - Fixed Assets (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $27,474 | $22,945 |
Note_8_Accrued_Expenses_Detail
Note 8 - Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued expenses | ||
Customer Deposits | $0 | $13,500 |
Accrued Payroll, Officers | 228 | 19,020 |
Accrued Payroll and Payroll Taxes | 135,234 | 135,234 |
Accrued Interest | 45,117 | 14,597 |
Accrued expenses | $180,579 | $182,351 |
Note_9_Convertible_Debentures_1
Note 9 - Convertible Debentures (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible debenture total | $721,503 | $136,000 |
Unamortized debt discount | -537,505 | -53,579 |
Convertible debenture current portion | 183,998 | 82,421 |
On December 15, 2014 [Member] | ||
Convertible debenture total | 64,000 | 0 |
On November 5, 2014 [Member] | ||
Convertible debenture total | 104,000 | 0 |
On October 13, 2014 [Member] | ||
Convertible debenture total | 75,250 | 0 |
On September 22, 2014 [Member] | ||
Convertible debenture total | 38,500 | 0 |
On August 19, 2014 [Member] | ||
Convertible debenture total | 45,000 | 0 |
On July 15, 2014 [Member] | ||
Convertible debenture total | 37,500 | 0 |
On June 13, 2014 [Member] | ||
Convertible debenture total | 70,000 | 0 |
On June 2, 2014 [Member] | ||
Convertible debenture total | 45,762 | 0 |
On May 20, 2014 [Member] | ||
Convertible debenture total | 78,000 | 0 |
On May 9, 2014 [Member] | ||
Convertible debenture total | 20,000 | 0 |
On April 24, 2014 [Member] | ||
Convertible debenture total | 35,000 | 0 |
On April 17, 2014 [Member] | ||
Convertible debenture total | 44,000 | 0 |
On February 20, 2014 [Member] | ||
Convertible debenture total | 44,000 | 0 |
On January 8, 2014 [Member] | ||
Convertible debenture total | 0 | 0 |
On January 8, 2014 One [Member] | ||
Convertible debenture total | 0 | 0 |
On October 28, 2013 [Member] | ||
Convertible debenture total | 0 | 12,500 |
On July 30, 2013 [Member] | ||
Convertible debenture total | 0 | 25,500 |
On June 4, 2013 [Member] | ||
Convertible debenture total | 20,491 | 27,500 |
On March 13, 2013 [Member] | ||
Convertible debenture total | $0 | $70,500 |
Note_9_Convertible_Debentures_2
Note 9 - Convertible Debentures (Details Narratives) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||
Discounts on variable conversion feature | $818,877 | $206,858 |
Original Issue Discounts | 44,250 | 8,500 |
Interest expense pursuant to the amortization | 334,951 | 348,920 |
Loan origination costs | 21,750 | 11,000 |
Interest expense to the amortization of the loan origination costs | 15,190 | 37,556 |
Interest expense on convertible debt | $71,134 | $37,364 |
Note_11_Short_Term_Debt_Detail
Note 11 - Short Term Debt (Details - Short-Term Debt) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ||
4% unsecured debenture, due June 7, 2012. Currently in default | $10,625 | $35,000 |
Note_11_Short_Term_Debt_Detail1
Note 11 - Short Term Debt (Details - Interest expense) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Interest expense | $423,358 | $415,810 |
Interest on convertible debentures | ||
Interest expense | 71,134 | 37,364 |
Amortization of discount on convertible debentures | ||
Interest expense | 334,951 | 348,420 |
Amortization of debt issuance costs | ||
Interest expense | 15,190 | 27,556 |
Interest on short term debt | ||
Interest expense | 1,090 | 1,400 |
Accounts payable related finance charges | ||
Interest expense | $993 | $1,070 |
Note_12_Derivative_Liabilities2
Note 12 - Derivative Liabilities (Details - Derivative liabilities) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Liabilities | $1,417,187 | $648,298 | $356,608 |
Convertible debentures | |||
Derivative Liabilities | 1,301,032 | 221,275 | |
Common stock warrants | |||
Derivative Liabilities | 110,756 | 395,144 | |
Convertible preferred stock | |||
Derivative Liabilities | $5,399 | $31,879 |
Note_12_Derivative_Liabilities3
Note 12 - Derivative Liabilities (Details - Change in derivative liabilities) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of changes in the fair market value of the derivative liability | ||
Derivative liability - beginning balance | $648,298 | $356,608 |
Increase in derivative value due to issuances of convertible promissory notes | 1,434,887 | 351,721 |
Increase in derivative value attributable to tainted warrants | 20,633 | 122,062 |
Change in fair market value of derivative liabilities due to the mark to market adjustment | 153,998 | 305,512 |
Debt conversions | -840,629 | -487,605 |
Derivative liability - ending balance | $1,417,187 | $648,298 |
Note_12_Derivative_Liabilities4
Note 12 - Derivative Liabilities (Details Narratives) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Liabilities | ||
Loss from change in fair value of derivative liabilities | $834,891 | $580,888 |
Loss due to value in excess of face value of convertible notes | 660,260 | 153,314 |
(Loss) Gain attributable to fair value of preferred stock | 26,480 | 6,150 |
(Loss) Gain attributable to fair value of warrants | 284,388 | 372,330 |
Net loss in market value on convertible notes | ($485,499) | ($49,094) |
Note_14_Common_Stock_Options_D
Note 14 - Common Stock Options (Details - Options outstanding) (Common Stock Options, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Options | |||
Range of Exercise Prices, minimum | $0.04 | ||
Range of Exercise Prices, maximum | $0.08 | ||
Options Outstanding | 11,300,000 | 3,740,000 | 6,415,000 |
Weighted Average Remaining Contractual Life | 2 years 8 months 19 days | ||
Weighted Average Exercise Price | $0.05 | $0.17 | $0.18 |
Options Exercisable | 11,300,000 | ||
Weighted Average Exercise Price, Options Exercisable | $0.05 |
Note_14_Common_Stock_Options_D1
Note 14 - Common Stock Options (Details - Assumptions) (Common Stock Options) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock Options | ||
Average risk-free interest rates | 0.33% | 0.25% |
Average expected life (in years) | 2 years 11 months 1 day | 2 years |
Volatility | 248.00% | 177.00% |
Note_14_Common_Stock_Options_D2
Note 14 - Common Stock Options (Details - Option Activity) (Common Stock Options, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock Options | ||
Options Outstanding, Beginning | 3,740,000 | 6,415,000 |
Options expired | -2,140,000 | -3,825,000 |
Options cancelled | 0 | 0 |
Options granted | 9,700,000 | 1,150,000 |
Options exercised | 0 | 0 |
Options Outstanding, Ending | 11,300,000 | 3,740,000 |
Weighted Average Exercise Price, Beginning | $0.17 | $0.18 |
Weighted Average Exercise Price, Options expired | ($0.23) | ($0.17) |
Weighted Average Exercise Price, Options cancelled | $0 | $0 |
Weighted Average Exercise Price, Options granted | $0.05 | $0.08 |
Weighted Average Exercise Price, Options exercised | $0 | $0 |
Weighted Average Exercise Price, Ending | $0.05 | $0.17 |
Options Exercisable, Ending | 11,300,000 | |
Weighted Average Exercise Price, Options Exercisable | $0.05 |
Note_14_Common_Stock_Options_D3
Note 14 - Common Stock Options (Details Narrative) (Common Stock Options, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock Options | ||
Amortization of common stock options | $258,122 | $42,350 |
Note_15_Series_B_Preferred_Sto2
Note 15 - Series B Preferred Stock Warrants (Details) (Common stock warrants, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Common stock warrants | |||
Range of Exercise Prices, minimum | $0 | ||
Range of Exercise Prices, maximum | $0 | ||
Options Outstanding | 0 | 0 | 4,349,339 |
Weighted Average Remaining Contractual Life | 0 years | ||
Weighted Average Exercise Price | $0 | $0 | $0.41 |
Options Exercisable | 0 | ||
Weighted Average Exercise Price, Options Exercisable | $0 |
Note_15_Series_B_Preferred_Sto3
Note 15 - Series B Preferred Stock Warrants (Details 1) (Common stock warrants, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common stock warrants | ||
Options Outstanding, Beginning | 0 | 4,349,339 |
Options expired | 0 | -4,349,339 |
Options cancelled | 0 | 0 |
Options granted | 0 | 0 |
Options exercised | 0 | 0 |
Options Outstanding, Ending | 0 | 0 |
Weighted Average Exercise Price, Beginning | $0 | $0.41 |
Weighted Average Exercise Price, Options expired | $0 | ($0.41) |
Weighted Average Exercise Price, Options cancelled | $0 | $0 |
Weighted Average Exercise Price, Options granted | $0 | $0 |
Weighted Average Exercise Price, Options exercised | $0 | $0 |
Weighted Average Exercise Price, Ending | $0 | $0 |
Options Exercisable, Ending | 0 | |
Weighted Average Exercise Price, Options Exercisable | $0 |
Note_16_Common_Stock_Warrants_1
Note 16 - Common Stock Warrants (Details) (Common Stock Warrants, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Warrants | |||
Range of Exercise Prices, minimum | $0.04 | ||
Range of Exercise Prices, maximum | $0.18 | ||
Options Outstanding | 14,150,000 | 10,319,565 | 4,794,565 |
Weighted Average Remaining Contractual Life | 5 years 11 months 5 days | ||
Weighted Average Exercise Price | $0.05 | $0.08 | $0.33 |
Options Exercisable | 14,150,000 | ||
Weighted Average Exercise Price, Options Exercisable | $0.05 |
Note_16_Common_Stock_Warrants_2
Note 16 - Common Stock Warrants (Details 1) (Common Stock Warrants) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock Warrants | ||
Average risk-free interest rates | 0.33% | 0.32% |
Average expected life (in years) | 1 year 7 months 2 days | 9 years 8 months 16 days |
Volatility | 248.00% | 190.00% |
Note_16_Common_Stock_Warrants_3
Note 16 - Common Stock Warrants (Details 2) (Common Stock Warrants, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock Warrants | ||
Options Outstanding, Beginning | 10,319,565 | 4,794,565 |
Options expired | -869,565 | -3,275,000 |
Options cancelled | 0 | 0 |
Options granted | 4,700,000 | 8,800,000 |
Options exercised | 0 | 0 |
Options Outstanding, Ending | 14,150,000 | 10,319,565 |
Weighted Average Exercise Price, Beginning | $0.08 | $0.33 |
Weighted Average Exercise Price, Options expired | ($0.41) | ($0.34) |
Weighted Average Exercise Price, Options cancelled | $0 | $0 |
Weighted Average Exercise Price, Options granted | $0.06 | $0.04 |
Weighted Average Exercise Price, Options exercised | $0 | $0 |
Weighted Average Exercise Price, Ending | $0.05 | $0.08 |
Options Exercisable, Ending | 14,150,000 | |
Weighted Average Exercise Price, Options Exercisable | $0.05 |
Note_16_Common_Stock_Warrants_4
Note 16 - Common Stock Warrants (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants outstanding | 3,275,000 | |
Weighted average fair value of warrants granted | $0.06 | $0.04 |
Note_17_Gain_on_Debt_Extinguis1
Note 17 - Gain on Debt Extinguishment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 17 - Gain On Debt Extinguishment | ||
Debt forgiveness | $356,835 | $0 |
Gain on debt settlement | $356,835 |
Note_18_Income_Taxes_Details
Note 18 - Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carry forwards | $6,440,000 | $5,348,700 |
Net deferred tax assets before valuation allowance | 6,440,000 | 5,348,700 |
Less: Valuation allowance | -6,440,000 | -5,348,700 |
Net deferred tax assets | $0 | $0 |
Note_18_Income_Taxes_Details_1
Note 18 - Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
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, 2014 | |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $18,400,000 |
Operating loss carry forwards expiration dates | will begin to expire in 2025 |
Note_19_Future_Minimum_Lease_P2
Note 19 - Future Minimum Lease Payments (Details) (USD $) | Dec. 31, 2014 |
Leases [Abstract] | |
2015 | $37,407 |
2016 | 25,530 |
Thereafter | 0 |
Total | $62,937 |
Note_19_Future_Minimum_Lease_P3
Note 19 - Future Minimum Lease Payments (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Leases [Abstract] | ||
Rent expense | $35,123 | $39,636 |
Note_21_Concentrations_in_Sale1
Note 21 - Concentrations in Sales to Few Customers (Details Narrative) (Sales Revenue, Net [Member], Two Customers [Member]) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Sales Revenue, Net [Member] | Two Customers [Member] | ||
Concentration percentage | 69.00% | 82.00% |
Note_22_Company_is_Dependent_o1
Note 22 - Company is Dependent on Few Major Suppliers (Details Narrative) (Supplier Concentration Risk [Member], Two Vendors [Member]) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Supplier Concentration Risk [Member] | Two Vendors [Member] | ||
Concentration percentage | 77.00% | 71.00% |
Note_23_NonControlling_Interes2
Note 23 - Non-Controlling Interest (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Noncontrolling Interest [Abstract] | |
Net loss attributable to parent | ($904,306) |
Transfers to the non-controlling interest: | |
Increase in parent's paid-in capital for sale of 1% interest in subsidiary | 60,000 |
Increase in parent's paid-in capital for exchange of 16% interest in subsidiary for services | 960,000 |
Increase in parent's paid-in capital for sale of 1.6% interest in subsidiary | 160,000 |
Net transfers to the non-controlling interest | 1,180,000 |
Change from net loss attributable to the parent and transfers to the non-controlling interest | $275,694 |
Note_23_NonControlling_Interes3
Note 23 - Non-Controlling Interest (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Noncontrolling Interest [Abstract] | ||
Net loss attributable to the noncontrolling interest | $185,229 | $0 |