NightCulture (NGHT) 10-K 31 Mar 14 2013 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Mar. 31, 2014	Mar. 27, 2014
Document And Entity Information	'	'	'
Entity Registrant Name	'NightCulture, Inc.	'	'
Entity Central Index Key	'0001114208	'	'
Document Type	'10-K	'	'
Document Period End Date	31-Dec-13	'	'
Amendment Flag	'false	'	'
Current Fiscal Year End Date	'--12-31	'	'
Entity a Well-known Seasoned Issuer	'No	'	'
Entity a Voluntary Filer	'No	'	'
Entity's Reporting Status Current	'Yes	'	'
Entity Filer Category	'Smaller Reporting Company	'	'
Entity Public Float	'	'	$1,370,609
Entity Common Stock, Shares Outstanding	'	62,958,931	'
Document Fiscal Period Focus	'FY	'	'
Document Fiscal Year Focus	'2013	'	'

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current assets:	'	'
Cash	$52,691	$31,030
Receivables	56,136	'
Prepaid Expense	12,938	'
Inventory	15,506	22,099
Indemnification asset	76,921	135,104
Total current assets	214,192	188,233
Fixed assets, net of depreciation of $33,613 and $27,640, respectively	3,660	9,634
Intangible assets net of amortization of $62,264 and $22,968 respectively	334,072	373,368
Goodwill	238,674	238,674
Total assets	790,598	809,909
Current liabilities:	'	'
Accounts payable and accrued expense	194,494	379,914
Accrued interest	67,771	487,135
Indemnification liability	'	135,104
Bank overdraft	15,010	'
Deferred income	3,558	50,000
Accrued salary - related parties	183,000	'
Advances- related party	22,500	22,500
Derivative liability	2,147,814	5,006,837
Notes payable	340,000	734,349
Total current liabilities	2,974,147	6,815,839
Convertible debentures, net of discount of $283,106 and $449,772, respectively	216,894	50,228
Total liabilities	3,191,041	6,866,067
Shareholders' deficit:	'	'
Preferred stock, par value of $.001; 10,000,000 shares authorized 0 issued and outstanding	'	'
Common stock; par value of $0.001; 100,000,000 shares authorized 57,923,615 and 53,072,325 issued and outstanding, respectively	57,923	53,072
Additional paid-in capital	4,882,495	4,224,412
Accumulated deficit	-7,340,861	-10,333,642
Total shareholders' deficit	-2,400,443	-6,056,158
Total liabilities and shareholders' deficit	$790,598	$809,909

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current assets	'	'
Depreciation (in Dollars)	$33,613	$27,640
Amortization (in Dollars)	62,264	22,968
Long term liabilities:	'	'
Convertible debentures (in Dollars)	$283,106	$449,772
Shareholders' deficit	'	'
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	57,923,615	53,072,325
Common stock, shares outstanding	57,923,615	53,072,325

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Consolidated Statements Of Operations	'	'
Revenue	$5,653,776	$3,892,383
Direct costs	3,134,641	2,919,915
Gross profit	2,519,135	972,468
Operating expenses:	'	'
Depreciation and amortization	45,269	24,639
Loss on equipment	'	900
General and administrative expense	2,306,446	1,808,505
Income (loss) from operations	167,420	-861,576
Other income (expense):	'	'
Other income	2,023	'
Gain on debt forgiveness	875,934	'
Interest expense	-245,597	-131,153
Gain (loss) on change in fair value of derivative liabilities	2,201,639	-636,419
Other expense	-557	'
Total other income (expense)	2,833,422	-767,572
Net income(loss) before tax	3,000,862	-1,629,148
Income tax expense	-8,081	'
Net income( loss)	$2,992,781	($1,629,148)
Net income (loss) per share : Basic	$0.06	($0.03)
Net income (loss) per share : Diluted	$0.03	($0.03)
Weighted average number of shares outstanding: Basic	56,174,269	49,764,689
Weighted average number of shares outstanding: Diluted	99,795,022	49,764,689

Statement_CONSOLIDATED_STATEME

Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2011	$46,453	$6,942,613	($8,704,494)	($1,715,428)
Beginning Balance, Shares at Dec. 31, 2011	46,453,152	'	'	'
Stock issued for conversion of debt, Amount	2,869	525,967	'	528,836
Stock issued for conversion of debt, Shares	2,869,173	'	'	'
Stock issued for acquisition, Amount	1,000	289,000	'	290,000
Stock issued for acquisition, Shares	1,000,000	'	'	'
Stock issued for cashless exercise of warrants, Amount	750	-750	'	'
Stock issued for cashless exercise of warrants, Shares	750,000	'	'	'
Stock issued for services, Amount	2,000	338,000	'	340,000
Stock issued for services, Shares	2,000,000	'	'	'
Reclassification of derivative liability from equity	'	-5,149,437	'	-5,149,437
Reclassification of derivative liability to equity	'	1,279,019	'	1,279,019
Net Loss	'	'	-1,629,148	-1,629,148
Ending Balance, Amount at Dec. 31, 2012	53,072	4,224,412	-10,333,642	-6,056,158
Ending Balance, Shares at Dec. 31, 2012	53,072,325	'	'	'
Stock issued for acquisition, Amount	150	5,400	'	5,550
Stock issued for acquisition, Shares	150,000	'	'	'
Stock issued for cashless exercise of warrants, Amount	4,701	-4,701	'	'
Stock issued for cashless exercise of warrants, Shares	4,701,290	'	'	'
Reclassification of derivative liability to equity	'	657,384	'	657,384
Net Loss	'	'	2,992,781	2,992,781
Ending Balance, Amount at Dec. 31, 2013	$57,923	$4,882,495	($7,340,861)	($2,400,443)
Ending Balance, Shares at Dec. 31, 2013	57,923,615	'	'	'

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Cash flows from operating activities:	'	'
Net income (loss)	$2,992,781	($1,629,148)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:	'	'
Depreciation and amortization	45,269	24,639
Receipt of services for reduction of indemnification asset	37,006	'
Loss on equipment	'	900
Stock issued for services	'	340,000
Gain on Settlement on Debt and Accrued Interest	-875,934	'
Amortization of debt discount	176,266	50,228
Change in fair value of derivative liability	-2,201,639	636,419
Increase (decrease) in liabilities:	'	'
Accounts Receivables	-170,063	'
Inventory	6,593	-10,712
Other assets	-12,938	19,165
Accounts payable and accrued expense	-117,648	305,690
Accrued Salary -related party	183,000	'
Deferred income	-46,442	50,000
Net cash flow provided by (used in) operating activities	16,251	-212,819
Cash flows from investing activities:	'	'
Cash paid for the purchase of Full Access	'	-300,000
Cash paid for the purchase of equipment	'	-9,256
Net cash provided by (used in) investing activities	'	-309,256
Cash flows from financing activities:	'	'
Bank indebtedness	15,010	'
Borrowing of convertible debentures	'	500,000
Borrowing on debt - net of face discount	80,000	'
Borrowing of notes payable	'	100,000
Repayment of notes payable	-89,600	-60,000
Net cash provided by financing activities	5,410	540,000
Net increase (decrease) in cash	21,661	17,925
Cash- beginning of the period	31,030	13,105
Cash- end of the period	52,691	31,030
SUPPLEMENT DISCLOSURES	'	'
Interest paid	'	'
Income taxes paid	'	'
NONCASH INVESTING AND FINANCING ACTIVITIES:	'	'
Debt discount due to derivative liability	'	500,000
Debt and interest converted into equity	5,550	528,836
Shares issued for acquisition	'	290,000
Shares issued for cashless warrants	4,701	'
Goodwill from the acquisition of Full Access	'	238,674
Indemnification asset/liability from the acquisition of Full Access	'	135,104
Reclassification of derivative liabilities from equity	'	5,149,437
Reclassification of derivative liabilities to equity	$657,384	$1,279,019

ORGANIZATION

ORGANIZATION	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 1 - ORGANIZATION	'
	NightCulture, Inc. (the “Company”) was originally incorporated as Texxon, Inc. on October 6, 1998, under the laws of the State of Oklahoma. From inception until 2006, the Company's primary focus was raising capital to exploit certain exclusive platinum processing licenses.
	In May 2006, Texxon and the shareholders of TelePlus completed a share exchange whereby the Company acquired all of the outstanding capital stock of TelePlus from the TelePlus shareholders pursuant to which the shareholders of TelePlus became the majority shareholders of Texxon. In November 2006, Texxon reincorporated in the State of Nevada, changed its name to Continan Communications, Inc. and amended its articles of incorporation to increase its authorized shares of common stock and preferred stock. In December 2006, the Company executed a 1-for-20 reverse stock split. In April 2008, the Company sold all the assets of its operating division and the Company ceased all business operations and began seeking a business to acquire. In March 2009, the Company declared a 1-for-100 reverse stock split and changed its name to XXX Acquisition Corp.
	On July 31, 2011, the Company completed a share exchange (the “Exchange”) with NightCulture, Inc. (“NightCulture – Texas), a Texas corporation. Under terms of the Exchange, the Company issued 5,000,000 shares of its common stock to the shareholders of NightCulture – Texas in exchange for all the outstanding shares of NightCulture – Texas. As a result of the Exchange, NightCulture – Texas became a wholly owned subsidiary of the Company, the sole officer of the Company resigned and was replaced by the sole officer of NightCulture – Texas, a director of NightCulture – Texas was appointed to the board of directors of the Company, the shareholders of NightCulture – Texas became the majority shareholders of the Company and the Company adopted the business plan of NightCulture – Texas. In August 2011, the Company changed its name from XXX Acquisition Corp. to NightCulture, Inc. and the Company affected an 8-for-1 forward stock split.
	The Exchange is being accounted for as a reverse-merger and recapitalization and NightCulture - Texas is considered the accounting acquirer for accounting purposes and XXX Acquisition the acquired company. The business of NightCulture - Texas became the business of XXX Acquisition. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange are those of NightCulture - Texas and are recorded at the historical cost basis of NightCulture - Texas.
	In February 2012, the Company entered into an agreement with NightCulture – Texas, its wholly owned subsidiary, and the holder of debentures and warrants in which the Company assumed all of the obligations under the debentures and warrants of NightCulture-Texas and the holders of those debentures and warrants agreed to look solely to the Company with respect to those instruments.
	On May 21, 2012, the Company acquired from Michael Long and Surain Adyanthaya 100% ownership of Stereo Live, LLC, a Texas limited liability company (“Stereo Live”), in exchange for the issuance of one share of stock to each of Messrs. Long and Adyanthaya and the agreement of the Company to indemnify Messrs. Long and Adyanthaya against any obligations of Stereo Live that may have been guaranteed by those individuals. Stereo Live is the owner/operator of a live music venue located at 6400 Richmond Avenue, Houston, Texas. Messrs. Long and Adyanthaya are the principal shareholders of the Company and, at the time of the Company’s acquisition of Stereo Live, Stereo Live was indebted to the Company in the amount of $151,500. Subsequent to the merger the indebted amount was treated as an intercompany account and eliminated in the consolidation of the companies. This transaction was accounted for as a combination of entities under common control under ASC 805-10-15. Accordingly, the historical financial statements have been adjusted retroactively assuming the transaction occurred on January 1, 2011.
	On September 13, 2012, the Company entered into a purchase agreement with two individuals to acquire Full Access, a promotions and production business in the Dallas, Texas market. Under terms of the agreement, the Company paid the individuals $300,000 cash plus issued 1,000,000 shares of common stock with a value of $290,000, for a total purchase price of $590,000. In addition the Company entered into a three year employment agreement with one of the sellers. The Company agreed to pay the individual $30,000 per year in salary plus 20% of the net profit from events produced and promoted in the Dallas market. The Company also entered into a two year advisory consulting agreement with the second seller. Under the terms of this agreement, the Company agreed to pay 10% of the net received from events produced and promoted in the Dallas market. Full Access was determined to be a business under ASC 805-10 and accordingly this transaction was accounted for using the Acquisition Method. See Note 13.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	Basis of Presentation
	The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for years presented have been reflected herein.
	Revenue Recognition
	Revenues are earned through the promotion and production of musical events and the sale of beverages at some of the venues. Revenue from the promotion and production of an event is recognized after the performance occurs upon settlement of the event. Beverage sales revenue is recognized upon sale at the venues. Revenue collected from advanced ticket sales and expense paid prior to the event is booked as an asset or liability to be settled after the production.
	Stock-Based Compensation
	The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company’s common stock for common share issuances.
	Basic and Diluted Earnings (Loss) per Share
	The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share are computed by dividing income (loss) available to common stockholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The basic and diluted income (loss) per share for years ended 2013 and 2012 was:
	Year Ended December 31,	2013		2012
	Net income (loss) per share: Basic	$	0.06	$	(0.03	)
	Net income (loss) per share: Diluted	$	0.03	$	(0.03	)
	Estimates and Assumptions
	Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
	Cash and Cash Equivalents
	For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.
	Property, Equipment and Intangible Assets
	Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of acquired customer and vendor databases and are carried at cost, less accumulated amortization.
	Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets.
	Long-Lived Assets
	All long-lived assets are reviewed when events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. An impairment loss is recognized when estimated undiscounted cash flows that can be generated by those assets are less than the carrying value of the assets. When an impairment loss is recognized, the carrying amount is reduced to its estimated fair value based on appraisals or other reasonable methods to estimate fair value. There was no impairment of long-lived assets as of December 31, 2013 and 2012.
	Income Taxes
	The Company 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. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
	Goodwill and other indefinite intangibles
	Goodwill and other intangibles with indefinite lives are not amortized but are reviewed for impairment at least annually or more frequently if an event or circumstance indicates that an impairment may have occurred. To test for impairment, the fair value of each reporting unit is compared to the related net book value, including goodwill. If the net book value of the reporting unit exceeds the fair value, an impairment loss is measured and recognized. An income approach is utilized to estimate the fair value of each reporting unit. The income approach is based on the projected debt-free cash flow, which is discounted to the present value using discount factors that consider the timing and risk of cash flows. The Company evaluated goodwill for impairment as of December 31, 2013 and determined no impairment was necessary.
	Derivative Liabilities
	Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
	Once determined; derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value, being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.
	Recent Accounting Pronouncements
	The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

GOING_CONCERN_CONSIDERATIONS

GOING CONCERN CONSIDERATIONS	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 3 - GOING CONCERN CONSIDERATIONS	'
	As shown in the accompanying financial statements, the Company has a working capital deficit of $2,759,955 as of December 31, 2013. As of December 31, 2013, the Company reported an accumulated deficit of $7,340,861, The Company’s ability to generate continued positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

FAIR_VALUE_MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 4 - FAIR VALUE MEASUREMENTS	'
	As defined in FASB ASC 820, fair value is 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 (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
	The three levels of the fair value hierarchy are as follows:
	Level 1 –	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
	Level 2 -	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
	Level 3 –	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
	The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as December 31, 2013 and 2012.
	Recurring Fair Value Measures		Level 1	Level 2	Level 3		Total
	LIABILITIES:
	Derivative liabilities as of December 31, 2013				$	2,147,814	$	2,147,814
	Derivative liabilities as of December 31, 2012				$	5,006,837	$	5,006,837

INTANGIBLE_ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 5 - INTANGIBLE ASSETS	'
	Intangible assets consisted of the following as of December 31, 2013 and 2012:
		2013			2012
	Austin Market (10 year life)		27,475			27,475
	Dallas Market (10 year life)		335,511			335,511
	San Antonio Market (10 year life)		30,000			30,000
	Other		3,350			3,350
			396,336			396,336
	Accumulated Amortization		(62,264	)		(22,968	)
	Net Intangible Assets		334,072			373,368
	Amortization expense for the years ended December 31, 2013 and 2012 was $39,296 and $15,304, respectively.

DERIVATIVE_INSTRUMENTS

DERIVATIVE INSTRUMENTS	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 6 - DERIVATIVE INSTRUMENTS	'
	During 2011, the Company issued debt instruments that were convertible into common stock at price equal to 70% of the average closing price of the Company’s common stock. See Note 7. The conversion options embedded in these instruments contain no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC 815. Additionally, because the number of shares to be issued upon settlement is indeterminate, all other share settle-able instruments must also be classified as liabilities.
	On the date of issuance, the conversion options and warrants were not readily convertible to cash and therefore qualified for equity classification. In January of 2012, the options became convertible into cash and therefore the fair value of the conversion options and other share settle-able instruments were reclassified from additional-paid in capital to derivative liabilities.
	During 2012, certain notes payable were converted and warrants were exercised resulting in settlement of the related derivative liabilities. The Company re-measured the embedded conversion options and warrants at fair value on the date of settlement and recorded these amounts to additional paid-in capital.
	During 2012, the Company issued additional convertible notes and warrants. The conversion options and warrants were classified as derivative liabilities at their fair value on the date of issuance.
	During the year ended December 31, 2013, the gain on the change in fair value was of $2,201,639. During the year ended December 31, 2013, $657,384 of the derivative liability was reclassified to equity due to the conversion of warrants.
	The Company uses the Black Scholes Option Pricing Model to value its option based derivatives based upon the following assumptions: dividend yield of -0-%, volatility of 6%-20%, risk free rates from 0.16%-1.29% and an expected term equal to the remaining terms of the notes or warrants.
	The following table summarizes the changes in the derivative liabilities during the year ended December 31, 2013:
	Ending balance as of December 31, 2012	$	5,006,837
	Reclassification of derivative liability to equity		(657,384	)
	Gain in fair value of derivative liability		(2,201,639	)
	Ending balance as of December 31, 2013	$	2,147,814

NOTE_PAYABLE

NOTE PAYABLE	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 7 - NOTE PAYABLE	'
	During 2012, the Company borrowed $100,000 from a third party, due on demand bearing no interest. $60,000 was repaid during 2012. The outstanding balance of the note payable as of December 31, 2013 was $40,000.
	On September 13, 2013 the Company issued 150,000 shares of common stock in exchange for $487,135 of accrued interest and $394,349 of note payable. The note was rewritten for a principal amount of $300,000 with no interest. As a result of the transaction the Company realized a gain of $875,934 on debt forgiveness. The outstanding balance of the note payable as of December 31, 2013 was $300,000.
	On August 25 2013, the Company borrowed $80,000 from a third party. The note had a $9,600 Original Issue Discount requiring repayment of $89,600. The note matured on November 15, 2013 and carried an interest rate of 8%. The note plus interest of $9,600 was repaid on November 8, 2013. During the year ended December 31, 2013, the $9,600 was amortized to interest expense.
	Total notes payable as of December 31, 2012 and 2013 were $734,349 and $340,000, respectively.

CONVERTIBLE_DEBENTURES

CONVERTIBLE DEBENTURES	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 8 - CONVERTIBLE DEBENTURES	'
	On December 30, 2011, NightCulture – Texas, now a wholly-owned subsidiary of the Company, issued $480,818 of convertible debentures which mature on December 30, 2013. The debentures bear interest at 5% per annum and a default rate of 18% per annum. The debentures are convertible into common stock of NightCulture – Texas at a price equal to 70% of the average closing price of the common stock over the 20 trading day period ending prior to the date of conversion; provided, however, that a holder of debentures may not convert Debentures to the extent that the share holdings in NightCulture - Texas of such holder would exceed 4.99% following such conversion. See Note 5 for discussion of accounting for the embedded conversion features.
	In February 2012, the Company entered into an agreement with NightCulture – Texas, its wholly owned subsidiary, and the holder of debentures and warrants in which the Company assumed all of the obligations under the debentures and warrants of NightCulture-Texas and the holders of those debentures and warrants agreed to look solely to the Company with respect to those instruments.
	In March 2012, the debenture holders converted $480,818 of Company’s convertible debentures plus accrued interest of $48,018 into 2,869,173 shares of common stock with a value of $528,836.
	On September 12, 2012 the Company issued $500,000 of convertible debentures (the “2012 Debentures”) maturing on September 11, 2015. The 2012 Debentures accrue interest at 5% per annum with a default rate of 12% per annum. The 2012 Debentures are convertible into common stock of the Company at 50% of the average closing price of the 20 day trading price ending prior to the date of conversion into the Company common stock.
	As discussed in note 4, the Company determined that the embedded conversion options in these notes qualify for liability classification and must be recorded at fair value. The fair value of the conversion options resulted in a full discount to the note of $500,000. During 2013, $166,666 of the discount was amortized to interest expense. As of December 31, 2013, the amount outstanding was $216,894 net of unamortized discount of $283,106.

COMMON_STOCK

COMMON STOCK	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 9 - COMMON STOCK	'
	In March 2012, three debenture holders converted $480,818 of Company’s convertible debentures plus $48,018 of accrued interest into 2,869,173 shares of common stock as requested by the debenture holders.
	On September 17, 2012 the Company issued 1,000,000 shares of common stock with a value of $290,000 to two individuals a part of the acquisition of the Dallas market.
	On October 9, 2012 the Company issued 750,000 shares of common stock for the conversion of 2,500,000 cashless warrants.
	On August 29, 2012 the Company issued 2,000,000 shares with a value of $340,000 to a consultant for service. The stock was expensed as of date of issuance.
	On April 1, 2013 the Company issued 1,852,004 shares of common stock in exchange for 3,647,996 warrants, which were issued in 2011. The conversion of the warrants was a cashless conversion.
	On May 6, 2013 the Company issued 841,820 shares of common stock in exchange for 2,500,000 warrants, which were issued in 2011. The conversion of the warrants was a cashless conversion.
	On June 11, 2013 the Company issued 2,007,466 shares of common stock in exchange for 5,991,784 warrants, which were issued in 2011. The conversion of the warrants was a cashless conversion.
	On September 15, 2013, the Company issued 150,000 shares of common stock in exchange for $487,135 of accrued interest and $394,349 of notes payable. The fair value of the common stock was valued at $5,550. This transaction resulted in a gain on settlement of debt and accrued interest of $875,934.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 10 - WARRANTS	'
	In conjunction with the issuance of debentures described in Note 7, NightCulture – Texas issued warrants to purchase 500,000 shares of common stock for each $10,000 in principal amount of debentures issued. Warrants to purchase an aggregate of 24,040,900 shares of common stock of NightCulture – Texas were issued and outstanding as of December 31, 2011. The warrants are exercisable until December 31, 2014 at a price equal to 70% of the average closing price of the common stock over the 20 trading day period ending prior to the date of conversion; provided, however, that a holder of warrants may not exercise warrants to the extent that the share holdings in NightCulture – Texas of such holder would exceed 4.99% following such exercise. These warrants were classified as derivative liabilities described in Note 6.
	In conjunction with the issuance of debentures described in Note 7, on September 12, 2012, the Company issued warrants entitling the holder to purchase up to 25,000,000 shares of the Company common stock at 50% of the average closing price of the 20 day period ending one day prior to exercising the 2012 Warrants. The warrant holder may exercise the warrants on or before December 31, 2015.
							Weighted
					Weighted		Average
					Average		Remaining		Number of
					Exercise		Contract		Options			Intrinsic
		Options			Price		Life		Exercisable			Value
	Outstanding at Year Ended December 31, 2011		24,040,900			0.09		3		24,040,900			--
	Granted		25,000,000			0.06		3		25,000,000			--
	Exercised		(2,500,000	)		0.09		--		(2,500,000	)		--
	Forfeited or Cancelled		--			--		--		--			--
	Outstanding a Year Ended December 31, 2012		46,540,900			0.07		2.54		46,540,900			--
	Granted		--			--		--		--			--
	Exercised		(12,139,780	)		0.03		--		(12,139,780	)		--
	Forfeited or Cancelled		--			--		--		--			--
	Outstanding at Year Ended December 31, 2013		34,401,120			0.02		1.73		34,401,120			560,723

INCOME_TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 11 - INCOME TAX	'
	At December 31, 2013 and 2012, the Company had a federal net operating loss carry forward of approximately $621,736 and $1,246,211, respectively, which expires in varying amounts between 2032 and 2033.
	Components of net deferred tax assets, including a valuation allowance, are as follows at December 31:
		2013			2012
	Deferred tax assets:
	Net operating loss carry forward	$	627,736		$	1,246,111
	Total deferred tax assets		211,390			423,712
	Less: Valuation Allowance		(211,390	)		(423,712	)
	Net Deferred Tax Assets	$	--		$	--
	The valuation allowance for deferred tax assets as of December 31, 2013 and 2012 was $211,390 and $423,712, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2013 and 2012, accordingly, recorded a full valuation allowance.
	The merger affected a change in control of the Company. Due to the change in control, the tax loss carry forward may only be used on a formula basis which will affect the benefit the Company can gain from the tax loss.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 12 - RELATED PARTY TRANSACTIONS	'
	On July 11, 2011 the Company executed an exchange agreement with NightCulture-Texas became a wholly owned subsidiary of the Company. Under the terms of the agreement the Company exchanged 5,000,000 shares of common stock for all the outstanding common stock of the subsidiary. The result of this exchange is the two shareholders of NightCulture-Texas became the majority shareholders of the Company.
	On May 21, 2012, the Company acquired from Michael Long and Surain Adyanthaya 100% ownership of Stereo Live, LLC, a Texas limited liability company (“Stereo Live”), in exchange for the issuance of one share of stock to each of Messrs. Long and Adyanthaya and the agreement of the Company to indemnify Messrs. Long and Adyanthaya against any obligations of Stereo Live that may have been guaranteed by those individuals. Messrs. Long and Adyanthaya are the principal shareholders of the Company. This transaction was accounted for as a combination of entities under common control under ASC 805-10-15. Accordingly, the historical financial statements have been adjusted retroactively assuming the transaction occurred on January 1, 2011.
	As of December 31, 2013 and 2012, there were total advances owed to related parties of $22,500 respectively and accrued salary of$120,000 and zero, respectively.
	As of December 31, 2013 and 2012, the company owed to the Chief Executive Officer $63,000 and zero in accrued salary respectively.

ACQUISITIONS

ACQUISITIONS	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 13 - ACQUISITIONS	'
	On May 21, 2012, the Company acquired from Michael Long and Surain Adyanthaya 100% ownership of Stereo Live, LLC, a Texas limited liability company (“Stereo Live”), in exchange for the issuance of one share of stock to each of Messrs. Long and Adyanthaya and the agreement of the Company to indemnify Messrs. Long and Adyanthaya against any obligations of Stereo Live that may have been guaranteed by those individuals. Messrs. Long and Adyanthaya are the principal shareholders of the Company. This transaction was accounted for as a combination of entities under common control under ASC 805-10-15. Accordingly, the historical financial statements have been adjusted retroactively assuming the transaction occurred on January 1, 2011. The Company recorded the following net assets:
	Cash and cash equivalents	$	15,991
	Property and equipment		1,310
	Other assets		32,600
	Accounts payable and accrued liabilities		(48,735	)
	Net assets	$	1,166
	On September 13, 2012 the Company purchased from two individuals Full Access, a promotions and production business in the Dallas, Texas market. Under terms of the agreement the Company paid the individuals $300,000 cash plus issued 1,000,000 shares of common stock with a value of $290,000 for a total purchase price of $590,000. The Company transaction was accounted for as a business combination under ASC 805 using the Acquisition Method. The fair values of the assets acquired are as follows:
	Indemnification Asset		135,104
	In Place Contracts	$	15,815
	Customer and Vendor Database		335,511
	Goodwill		238,674
	Payable		(135,104	)
	Total	$	590,000
	As part of the terms of the purchase of Full Access, the Company entered into a three year employment agreement with one of the sellers. The Company agreed to pay the individual $30,000 per year in salary plus 20% of the net profit from events produced and promoted in the Dallas market. The Company will pay a bonus for each calendar quarter of $3,750 provided the Dallas Market exceeds a profit of $37,500.
	The Company also entered into a two year advisory consulting agreement with the second seller. Under the terms of the consulting agreement, the Company agreed to pay 10% of the net received from events produced and promoted in the Dallas market.
	The following table presents unaudited pro forma financial results as if the acquisition had occurred on January 1, 2011:
		2012			2011
	Revenue	$	4,249,885		$	1,740,776
	Net loss		(1,615,598	)		(373,753	)
	Earnings per share		(0.03	)		(0.02	)
	During July 2013, a vendor contacted the Company claiming amounts owed of $127,413, which were accrued prior to the Company’s purchase of Full Access. The Company has an ongoing relationship with this vendor and had gross receivables outstanding of $162,954 as of December 31, 2013. The Company paid the vendor on behalf of Full Access, resulting in a receivable of $35,541 from the vendor as of December 31, 2013.
	On December 12, 2013 we received a default judgment in the District Court of Dallas Texas against a seller of the Dallas market (Full Access) to NightCulture for $135,103.68 plus legal fees of $7,000. The judgment is the result of a suit filed to collect liability not disclosed by the seller at the time of purchase of the Dallas market.

INDEMINIFICATION_ASSETS

INDEMINIFICATION ASSETS	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 14 - INDEMINIFICATION ASSETS	'
	On December 12, 2013 we received a default judgment in the District Court of Dallas Texas against a seller of the Dallas market (Full Access) for $135,104 plus legal fees of $7,000. The judgment is the result of a suit filed to collect a liability not disclosed by the seller at the time of purchase of the Dallas market. Subsequent to the discovery of this liability NightCulture has paid the creditor on behalf of the market seller and is reducing the indemnification asset by the amount earned each quarter by the seller per the sales contract. This resulted in a change in the purchase price allocation. See note 13. As of December 31, 2013, the outstanding indemnification asset was $76,921 which will be offset against future services provided by the seller.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 15 - COMMITMENTS AND CONTINGENCIES	'
	On July 26, 2012, the Company entered into a five year lease for its properties. Future minimum lease payments under the non-cancellable operating lease are; $348,000 for 2014, $348,000 for 2015, $348,000 for 2016, and $333,500 for 2017.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
NOTE 16 - SUBSEQUENT EVENTS	'
	On January 15, 2014 the Company issued 1,949,287 shares of common stock in exchange for 2,500,000 warrants, which were issued in 2011. The conversion of the warrants was a cashless conversion
	On January 30, 2014 the Company purchased the balance of the San Antonio market for $20,000 giving the Company 100% ownership in the market.
	On January 28, 2014, the Company issued 3,086,029 shares of common stock in exchange for a value of $78,740 of convertible debt that was issued in 2012.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2013
Summary Of Significant Accounting Policies Policies	'
Basis of Presentation	'
	The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for years presented have been reflected herein.
Revenue Recognition	'
	Revenues are earned through the promotion and production of musical events and the sale of beverages at some of the venues. Revenue from the promotion and production of an event is recognized after the performance occurs upon settlement of the event. Beverage sales revenue is recognized upon sale at the venues. Revenue collected from advanced ticket sales and expense paid prior to the event is booked as an asset or liability to be settled after the production.
Stock-Based Compensation	'
	The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company’s common stock for common share issuances.
Basic and Diluted Earnings (Loss) per Share	'
	The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share are computed by dividing income (loss) available to common stockholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The basic and diluted income (loss) per share for years ended 2013 and 2012 was:
	Year Ended December 31,	2013		2012
	Net income (loss) per share: Basic	$	0.06	$	(0.03	)
	Net income (loss) per share: Diluted	$	0.03	$	(0.03	)
Estimates and Assumptions	'
	Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Cash and Cash Equivalents	'
	For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.
Property, Equipment and Intangible Assets	'
	Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of acquired customer and vendor databases and are carried at cost, less accumulated amortization.
	Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets.
Long-Lived Assets	'
	All long-lived assets are reviewed when events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. An impairment loss is recognized when estimated undiscounted cash flows that can be generated by those assets are less than the carrying value of the assets. When an impairment loss is recognized, the carrying amount is reduced to its estimated fair value based on appraisals or other reasonable methods to estimate fair value. There was no impairment of long-lived assets as of December 31, 2013 and 2012.
Income Taxes	'
	The Company 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. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Goodwill and other indefinite intangibles	'
	Goodwill and other intangibles with indefinite lives are not amortized but are reviewed for impairment at least annually or more frequently if an event or circumstance indicates that an impairment may have occurred. To test for impairment, the fair value of each reporting unit is compared to the related net book value, including goodwill. If the net book value of the reporting unit exceeds the fair value, an impairment loss is measured and recognized. An income approach is utilized to estimate the fair value of each reporting unit. The income approach is based on the projected debt-free cash flow, which is discounted to the present value using discount factors that consider the timing and risk of cash flows. The Company evaluated goodwill for impairment as of December 31, 2013 and determined no impairment was necessary.
Derivative Liabilities	'
	Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
	Once determined; derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value, being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.
Recent Accounting Pronouncements	'
	The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2013
Summary Of Significant Accounting Policies Tables	'
Basic and diluted income(loss) per share	'
	The basic and diluted income (loss) per share for years ended 2013 and 2012 was:
	Year Ended December 31,	2013		2012
	Net income (loss) per share: Basic	$	0.06	$	(0.03	)
	Net income (loss) per share: Diluted	$	0.03	$	(0.03	)

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2013
Fair Value Measurements Tables	'
Company's financial assets and liabilities that were accounted for at fair value	'
	Recurring Fair Value Measures	Level 1	Level 2	Level 3		Total
	LIABILITIES:
	Derivative liabilities as of December 31, 2013			$	2,147,814	$	2,147,814
	Derivative liabilities as of December 31, 2012			$	5,006,837	$	5,006,837

INTANGIBLE_ASSETS_Tables

INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2013
Intangible Assets Tables	'
Intangible assets consisted	'
		2013			2012
	Austin Market (10 year life)		27,475			27,475
	Dallas Market (10 year life)		335,511			335,511
	San Antonio Market (10 year life)		30,000			30,000
	Other		3,350			3,350
			396,336			396,336
	Accumulated Amortization		(62,264	)		(22,968	)
	Net Intangible Assets		334,072			373,368

DERIVATIVE_INSTRUMENTS_Tables

DERIVATIVE INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2013
Derivative Instruments Tables	'
Company's financial assets and liabilities that were accounted for at fair value	'
	Ending balance as of December 31, 2012	$	5,006,837
	Reclassification of derivative liability to equity		(657,384	)
	Gain in fair value of derivative liability		(2,201,639	)
	Ending balance as of December 31, 2013	$	2,147,814

WARRANTS_Tables

WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2013
Warrants Tables	'
WARRANTS	'
							Weighted
					Weighted		Average
					Average		Remaining		Number of
					Exercise		Contract		Options			Intrinsic
		Options			Price		Life		Exercisable			Value
	Outstanding at Year Ended December 31, 2011		24,040,900			0.09		3		24,040,900			--
	Granted		25,000,000			0.06		3		25,000,000			--
	Exercised		(2,500,000	)		0.09		--		(2,500,000	)		--
	Forfeited or Cancelled		--			--		--		--			--
	Outstanding a Year Ended December 31, 2012		46,540,900			0.07		2.54		46,540,900			--
	Granted		--			--		--		--			--
	Exercised		(12,139,780	)		0.03		--		(12,139,780	)		--
	Forfeited or Cancelled		--			--		--		--			--
	Outstanding at Year Ended December 31, 2013		34,401,120			0.02		1.73		34,401,120			560,723

INCOME_TAX_Tables

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2013
Income Tax Tables	'
Components of net deferred tax assets, including a valuation allowance	'
	Components of net deferred tax assets, including a valuation allowance, are as follows at December 31:
		2013			2012
	Deferred tax assets:
	Net operating loss carry forward	$	627,736		$	1,246,111
	Total deferred tax assets		211,390			423,712
	Less: Valuation Allowance		(211,390	)		(423,712	)
	Net Deferred Tax Assets	$	--		$	--

ACQUISITIONS_Tables

ACQUISITIONS (Tables)	12 Months Ended
	Dec. 31, 2013
Acquisitions Tables	'
Company recorded net assets in acquisition	'
	Cash and cash equivalents	$	15,991
	Property and equipment		1,310
	Other assets		32,600
	Accounts payable and accrued liabilities		(48,735	)
	Net assets	$	1,166
Fair value of the assets acquired	'
	Indemnification Asset		135,104
	In Place Contracts	$	15,815
	Customer and Vendor Database		335,511
	Goodwill		238,674
	Payable		(135,104	)
	Total	$	590,000
Unaudited pro forma financial results as if the acquisition had occurred	'
		2012			2011
	Revenue	$	4,249,885		$	1,740,776
	Net loss		(1,615,598	)		(373,753	)
	Earnings per share		(0.03	)		(0.02	)

ORGANIZATION_Details_Narrative

ORGANIZATION (Details Narrative)	12 Months Ended
	Dec. 31, 2013
Organization Details Narrative	'
Incorporation date	6-Oct-98
Incorporation state	'State of Oklahoma

SUMMARY_OF_SIGNIFICANT_ACCOUNT3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Notes to Financial Statements	'	'
Net income (loss) per share: Basic	$0.06	($0.03)
Net income (loss) per share: Diluted	$0.03	($0.03)

GOING_CONCERN_CONSIDERATIONS_D

GOING CONCERN CONSIDERATIONS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Notes to Financial Statements	'	'
Working capital deficit	$2,759,955	'
Accumulated deficit	$7,340,861	$10,333,642

FAIR_VALUE_MEASUREMENTS_Detail

FAIR VALUE MEASUREMENTS (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
LIABILITIES:	'	'
Derivative liability	($2,147,814)	($5,006,837)
Recurring Fair Value Measures [Member] | Level 1 [Member]	'	'
LIABILITIES:	'	'
Derivative liability	'	'
Recurring Fair Value Measures [Member] | Level 2 [Member]	'	'
LIABILITIES:	'	'
Derivative liability	'	'
Recurring Fair Value Measures [Member] | Level 3 [Member]	'	'
LIABILITIES:	'	'
Derivative liability	$2,147,814	$5,006,837

INTANGIBLE_ASSETS_Details

INTANGIBLE ASSETS (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Gross Total	$396,336	$396,336
Accumulated Amortization	-62,264	-22,968
Net Intangible Assets	334,072	373,368
Austin Market [Member]	'	'
Gross Total	27,475	27,475
Estimated useful life of Intangible Assets	'10 years	'10 years
Dallas Market [Member]	'	'
Gross Total	335,511	335,511
Estimated useful life of Intangible Assets	'10 years	'10 years
San Antonio Market [Member]	'	'
Gross Total	30,000	30,000
Estimated useful life of Intangible Assets	'10 years	'10 years
Other [Member]	'	'
Gross Total	$3,350	$3,350

INTANGIBLE_ASSETS_Details_Narr

INTANGIBLE ASSETS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Intangible Assets Details Narrative	'	'
Amortization expense	$39,296	$15,304

DERIVATIVE_INSTRUMENTS_Details

DERIVATIVE INSTRUMENTS (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Derivative Instruments Details	'	'
Beginning Balance	$5,006,837	'
Reclassification of derivative liability to equity	657,384	1,279,019
Gain in fair value of derivative liability	-2,201,639	'
Ending balance	$2,147,814	$5,006,837

DERIVATIVE_INSTRUMENTS_Details1

DERIVATIVE INSTRUMENTS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Derivative Instruments Tables	'	'
Percentage of issued debt instruments convertible into common stock which equal to company common stock	70.00%	'
Gain on change in fair value	$2,201,639	'
Reclassification of derivative liability to equity	($657,384)	($1,279,019)
Dividend yield	0.00%	'
Volatility rate minimum	6.00%	'
Volatility rate maximum	20.00%	'
Risk free rate minimum	0.16%	'
Risk free rate maximum	1.29%	'

NOTE_PAYABLE_Details_Narrative

NOTE PAYABLE (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Note Payable Details Narrative	'	'
Proceeds from third party as debt	'	$100,000
Note payable outstanding	300,000	'
Amortized interest expense	9,600	'
Repayment to third party debt	'	60,000
Total amount of note payable	$340,000	$734,349

CONVERTIBLE_DEBENTURES_Details

CONVERTIBLE DEBENTURES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013
Convertible Debentures Details Narrative	'
Discount amortized to interest expense	$166,666
Convertible note amount outstanding	216,894
Convertable note unamortized discount	$283,106

WARRANTS_Details

WARRANTS (Details) (Warrant [Member], USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Warrant [Member]	'	'
Options	'	'
Beginning Balance	46,540,900	24,040,900
Granted	'	25,000,000
Exercised	-12,139,780	-2,500,000
Forfeited or Cancelled	'	'
Ending Balance	34,401,120	46,540,900
Weighted Average Exercise Price	'	'
Beginning Balance	$0.07	$0.09
Granted	'	$0.06
Exercised	$0.03	$0.09
Forfeited or Cancelled	'	'
Ending Balance	$0.02	$0.07
Weighted Average Remaining Contract Life	'	'
Beginning Balance	'2 years 6 months 15 days	'
Granted	'	'3 years
Ending Balance	'1 year 8 months 23 days	'2 years 6 months 15 days
Number of Options Exercisable	'	'
Beginning Balance	46,540,900	24,040,900
Granted	'	25,000,000
Exercised	-12,139,780	-2,500,000
Forfeited or Cancelled	'	'
Ending Balance	34,401,120	46,540,900
Intrinsic Value	'	'
Intrinsic Value of Options	$560,723	'

WARRANTS_Details_Narrative

WARRANTS (Details Narrative) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Common Stock Issued	57,923,615	53,072,325
Common Stock Outstanding	57,923,615	53,072,325
Purchase of common stock	500,000	'
Principal amount of Debentures issued	$10,000	'
Warrants exercisable description	'The warrants are exercisable until December 31, 2014 at a price equal to 70% of the average closing price of the common stock over the 20 trading day period ending prior to the date of conversion; provided, however, that a holder of warrants may not exercise warrants to the extent that the share holdings in NightCulture B Texas of such holder would exceed 4.99% following such exercise.	'
Warrants Outstanding	24,040,900	'
Warrant [Member]	'	'
Common Stock Issued	24,040,900	'
Common Stock Outstanding	24,040,900	'

INCOME_TAX_Details

INCOME TAX (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:	'	'
Net operating loss carryforward	$627,736	$1,246,111
Total deferred tax assets	211,390	423,712
Less: Valuation Allowance	-211,390	-423,712
Net Deferred Tax Assets	'	'

INCOME_TAX_Details_Narrative

INCOME TAX (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Tax Details Narrative	'	'
Operating loss carryforward	$621,736	$1,246,211
Operating loss carryforward expiration dates	'Between 2032 and 2033	'
Valuation allowance for deferred tax assets	$211,390	$423,712

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Related Party Transactions Details Narrative	'	'
Advances owed to related parties	$22,500	$22,500
Accrued salary	120,000	0
Accrued salary owed to the Chief Executive Officer	$63,000	$0

ACQUISITIONS_Details

ACQUISITIONS (Details) (USD $)	Dec. 31, 2013
Acquisitions Details	'
Cash and cash equivalents	$15,991
Property and equipment	1,310
Other assets	32,600
Accounts payable and accrued liabilities	-48,735
Net assets	$1,166

ACQUISITIONS_Details_1

ACQUISITIONS (Details 1) (USD $)	Dec. 31, 2013
Acquisitions Details 1	'
Indemnification Asset	$135,104
In Place Contracts	15,815
Customer and Vendor Database	335,511
Goodwill	238,674
Payable	-135,104
Total	$590,000

ACQUISITIONS_Details_2

ACQUISITIONS (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Acquisitions Details 2	'	'
Revenue	$4,249,885	$1,740,776
Net loss	($1,615,598)	($373,753)
Earnings per share	($0.03)	($0.02)

ACQUISITIONS_Details_Narrative

ACQUISITIONS (Details Narrative) (USD $)	Dec. 31, 2013
Acquisitions Details 2	'
Outstanding gross receivables	$162,954
Vendor Payable	$35,541

INDEMINIFICATION_ASSETS_Detail

INDEMINIFICATION ASSETS (Details Narrative) (USD $)	Dec. 31, 2013
Indeminification Assets Details Narrative	'
Outstanding indemnification asset	$76,921

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	Dec. 31, 2013
Commitments And Contingencies Details Narrative	'
Future minimum lease payments operating 2014	$348,000
Future minimum lease payments operating 2015	348,000
Future minimum lease payments operating 2016	348,000
Future minimum lease payments operating 2017	$333,500