NightCulture (NGHT) 10-K 30 Mar 15 2014 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Mar. 30, 2015	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	NightCulture, Inc.
Entity Central Index Key	1114208
Document Type	10-K
Document Period End Date	31-Dec-14
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
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			$1,200,000
Entity Common Stock, Shares Outstanding		65,958,931
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	$64,293	$52,691
Receivables	700	56,136
Prepaid Expense		12,938
Inventory	37,332	15,506
Indemnification asset		76,921
Total current assets	102,325	214,192
Fixed assets, net of depreciation of $72,774 and $33,613, respectively	167,145	3,660
Intangible assets net of amortization of $101,560 and $62,264 respectively	294,776	334,072
Goodwill		238,674
Total assets	564,246	790,598
Current liabilities:
Accounts payable and accrued expense	429,278	194,494
Accrued interest	89,063	67,771
Bank overdraft		15,010
Deferred income		3,558
Accrued salary - related parties	375,000	183,000
Advances- related party	47,060	22,500
Derivative liability	1,437,676	2,147,814
Notes payable		340,000
Short term lease obligation	61,946
Convertible debt net of discount of $101,697 and $283,106	319,563	216,894
Total current liabilities	2,759,586	2,974,147
Long term liabilities:
Long term lease obligation	74,634
Total liabilities	2,834,220	3,191,041
Shareholders' deficit:
Preferred stock, par value of $0.001; 10,000,000 shares authorized 0 issued and outstanding
Common stock; par value of $0.001; 100,000,000 shares authorized 65,958,931 and 57,923,615 issued and outstanding, respectively	65,959	57,923
Additional paid-in capital	5,678,239	4,882,495
Accumulated deficit	-8,014,172	-7,340,861
Total shareholders' deficit	-2,269,974	-2,400,443
Total liabilities and shareholders' deficit	$564,246	$790,598

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Current assets
Depreciation (in Dollars)	$72,774	$33,613
Amortization (in Dollars)	101,560	62,264
Current liabilities:
Convertible debet (in Dollars)	$101,697	$283,106
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	65,958,931	57,923,615
Common stock, shares outstanding	65,958,931	57,923,615

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Consolidated Statements Of Operations
Revenue	$6,501,353	$5,653,776
Direct costs	4,438,736	3,134,641
Gross profit	2,062,617	2,519,135
Operating expenses:
Depreciation and amortization	78,456	45,269
Impairment of goodwill	238,674
General and administrative expense	2,508,911	2,306,446
Income (loss) from operations	-763,424	167,420
Other income (expense):
Other income		2,023
Gain on debt forgiveness	190,000	875,934
Interest expense	-234,395	-245,597
Gain in change in fair value of derivative liability	135,098	2,201,639
Other expense	-590	-557
Total other income (expense)	90,113	2,833,422
Net income (loss) before tax	-673,311	3,000,862
Income tax expense		-8,081
Net income (loss)	($673,311)	$2,992,781
Net income (loss) per share : Basic	($0.01)	$0.06
Net income (loss) per share : Diluted	($0.01)	$0.03
Weighted average number of shares outstanding: Basic	64,425,649	56,174,269
Weighted average number of shares outstanding: Diluted	64,425,649	99,795,022

CONSOLIDATED_STATEMENTS_OF_STO

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2012	$53,072	$4,224,412	($10,333,642)	($6,056,158)
Beginning Balance, Shares at Dec. 31, 2012	53,072,325
Stock issued for conversion of debt, Amount	150	5,400		5,550
Stock issued for conversion of debt, 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 from equity		657,384		657,384
Net Loss			2,992,781	2,992,781
Ending Balance, Amount at Dec. 31, 2013	57,923	4,882,496	-7,340,861	-2,400,443
Ending Balance, Shares at Dec. 31, 2013	57,923,615
Stock issued for conversion of debt, Amount	3,086	75,654		78,740
Stock issued for conversion of debt, Shares	3,086,029
Reclassification of derivative liability from equity		575,040		575,040
Stock issued for cashless warrants, Amount	1,950	-1,950
Stock issued for cashless warrants, Shares	1,949,287
Stock issued for settlement of debt, Amount	3,000	147,000		150,000
Stock issued for settlement of debt, Shares	3,000,000
Net Loss			-673,311	-673,311
Ending Balance, Amount at Dec. 31, 2014	$65,959	$5,678,239	($8,014,172)	($2,269,974)
Ending Balance, Shares at Dec. 31, 2014	65,958,931

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 income (loss)	($673,311)	$2,992,781
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	78,456	45,269
Receipt of services for reduction of indemnification asset		37,006
Impairment of asset - goodwill	238,674
Write -off of indemnification asset	76,921
Gain on Settlement on Debt and Accrued Interest		-875,934
Amortization of debt discount	181,409	176,266
(Gain) loss on settlement of debt	-150,000
(Gain) loss on debt forgiveness	-40,000
Change in fair value of derivative liability	-135,098	-2,201,639
Increase (decrease) in liabilities:
Accounts Receivables	55,436	-170,063
Inventory	-21,826	6,593
Other assets	12,938	-12,938
Accounts payable and accrued expense	256,076	-117,648
Accrued Salary -related party	192,000	183,000
Deferred income	-3,558	-46,442
Net cash flow provided by operating activities	68,117	16,251
Cash flows from investing activities:
Cash paid for property and equipment	-78,653
Net cash used in investing activities	-78,653
Cash flows from financing activities:
Bank indebtedness	-15,010	15,010
Advances- related parties	24,560
Borrowing on debt	50,000	80,000
Repayment of notes payable	-37,412	-89,600
Net cash provided by financing activities	22,138	5,410
Net increase (decrease) in cash	11,602	21,661
Cash- beginning of the period	52,691	31,030
Cash- end of the period	64,293	52,691
SUPPLEMENT DISCLOSURES:
Interest paid	31,694
Income taxes paid
NON CASH INVESTING AND FINANCING ACTIVITIES:
Debt and interest converted into equity	78,740	5,550
Shares issued for cashless warrants	1,950	4,701
Reclassification of derivative liability to equity - convertible debt	142,242
Reclassification of derivative liability to equity - warrant exercise	432,798	657,384
Shares issued for settlement of debt	150,000
Purchase of fixed assets through loans	$123,992

ORGANIZATION

ORGANIZATION	12 Months Ended
	Dec. 31, 2014
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 was accounted for as a reverse-merger and recapitalization and NightCulture - Texas was 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, 2014
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.
	Principles of Consolidation
	The consolidated financial statements of the Company include the Company and its wholly-owned Nightculture Inc (Texas) and Stereo Live, Inc. All material intercompany balances and transactions have been eliminated.
	Related Parties
	A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
	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 2014 and 2013 was:
	Year Ended December 31,	2014			2013
	Net income (loss) per share: Basic	$	(0.01	)	$	0.06
	Net income (loss) per share: Diluted	$	(0.01	)	$	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.
	Concentration of Credit Risk
	Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. The Company places its cash with high credit quality financial institutions. At times such cash may be in excess of the FDIC limit. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.
	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.
	Inventory
	Inventory consists of alcoholic beverages that are sold at venues put on by the Company. The Company accounts for the inventory on a first-in first-out basis and completes physical inventories on a monthly basis to reconcile any variances. Obsolete inventory, if any, is charged off at the end of each month
	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.
	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 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, 2014 and determined to impair the asset resulting in an impairment charge of $238,674 to operating expenses.
	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.
	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.
	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, 2014
Notes to Financial Statements
NOTE 3 - GOING CONCERN CONSIDERATIONS	As shown in the accompanying financial statements, the Company has a net loss of $673,311 for the year ended December 31, 2014. As of December 31, 2014, the Company reported an accumulated deficit of $8,014,172, 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, 2014
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, 2014 and 2013.
	Recurring Fair Value Measures		Level 1		Level 2		Level 3		Total
	LIABILITIES:
	Derivative liabilities as of December 31, 2014			-		-	$	1,437,676	$	1,437,676
	Derivative liabilities as of December 31, 2013			-		-	$	2,147,814	$	2,147,814

FIXED_AND_INTANGIBLE_ASSETS

FIXED AND INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 5 - FIXED AND INTANGIBLE ASSETS	Fixed assets consisted of the following as of December 31, 2014 and 2013:
		2014			2013
	Computer and Equipment (5 year life)		218,734			21,273
	Furniture and Fixture (5 year life)		5,185			-
	Software		16,000			16,000
			239,919			37,273
	Accumulated Depreciation		(72,774	)		(33,613	)
	Net PP&E		167,145			3,660
	Depreciation expense for the years ended December 31, 2014 and 2013 was $39,160 and $5,973, respectively.
	During the year ended December 31, 2014, $78,653 was paid for purchase of fixed assets.
	Intangible assets consisted of the following as of December 31, 2014 and 2013:
		2014			2013
	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		(101,560	)		(62,264	)
	Net Intangible Assets		294,776			334,072
	Amortization expense for the years ended December 31, 2014 and 2013 was $39,296 and $39,296, respectively.

DERIVATIVE_INSTRUMENTS

DERIVATIVE INSTRUMENTS	12 Months Ended
	Dec. 31, 2014
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. 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, 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 12,139,780 cashless warrants to cash.
	During the year ended December 31, 2014, the gain on the change in fair value was of $135,098. During the year ended December 31, 2014, $575,040 of the derivative liability was reclassified to equity. The reclassification to equity consisted of $142,242 of derivative liability being for debt being converted to common stock and $432,798 of derivative liability being converted due to 9,401,120 cashless warrants being converted to common stock.
	For the year ended December 31, 2013 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.
	For the year ended December 31, 2014 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 127%-250%, risk free rates from 0.14%-0.26% 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 and 2014:
	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
	Reclassification of derivative liability to equity		(575,040	)
	Gain in fair value of derivative liability		(135,098	)
	Ending balance as of December 31, 2014	$	1,437,676

NOTE_PAYABLE

NOTE PAYABLE	12 Months Ended
	Dec. 31, 2014
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 2013. 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.
	On May 28, 2014 the Company issued 3,000,000 shares of common stock to retire a note of $300,000. The shares were valued at market price on the respective date of issuance and the fair value of the shares was determined to be $150,000. The Company recorded a $150,000 gain on debt settlement for the year ended December 31, 2014. As part this agreement the Company paid $10 to the note holder for the forgiveness of a $40,000 note and the company recorded a $40,000 gain on debt forgiveness.
	Lease Obligation
	On July 2, 2014 Stereo Live a subsidiary of the Company entered into credit line facility and three equipment leases. The terms of the credit facilities and leases are as follows:
		1	A $50,000 loan that is paid back to the lender at the rate of $273.81 per business day for 252 days for total payment of $69,000.12 including the $50,000 in principal and $19,000.12 in total interest. As of December 31, 2014 the balance of the note was $30,215.
		2	An equipment lease of $32,799.75 payable over 48 months at $1,024.47 per month for total payment of $49,174.56 including the principal amount of $32,799.75 and interest of $16,374.81.
		3	An equipment lease of $58,942 payable over 48 months at $1,780.05 per month for total payment of $85,442.40 including the principal amount of $58,942 and interest of $26,500.40.
		4	An equipment lease of $32,250 payable over 44 months at $1,092.23 per month for total payments of $48,058.12 including the principal amount of $32,250 and interest of $15,808.12.
	The Company has accounted for the above transaction under ASC 640 - 30 “Capital Leases”. During the year ended December 31, 2014, $50,000 was recorded as advances from working capital loan and $123,992 was recorded as purchase of fixed assets through loans. Also the Company has made payment of $37,412 toward the principal balance during the year ended December 31, 2014. As of December 31, 2014 the balance due on the leases was $136,580 with $61,946 is recorded as short term debt and the remaining balance of $74,634 is recorded as long term debt.
	The note and the leases are personally guaranteed by principals of the Company.

CONVERTIBLE_DEBENTURES

CONVERTIBLE DEBENTURES	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 8 - CONVERTIBLE DEBENTURES	On September 12, 2012 the Company issued $500,000 of convertible debentures maturing on September 11, 2015. The Debentures accrue interest at 5% per annum with a default rate of 12% per annum. The 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. During 2014, $181,409 of the discount was amortized to interest expense. As of December 31, 2014, the amount outstanding was $319,563 net of unamortized discount of $101,697.
	On January 28, 2014, 2014 the Company issued 3,086,029 shares of common stock in exchange for the conversion of $78,740 of convertible debt that was originally issued in 2012 (see Note 9).

COMMON_STOCK

COMMON STOCK	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 9 - COMMON STOCK	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.
	On January 15, 2014 the Company issued 1,949,287 shares of common stock in exchange for 9,401,120 warrants, which were issued in 2011. The conversion of the warrants was a cashless conversion
	On January 28, 2014, 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.
	On May 28, 2014 the Company issued 3,000,000 shares of common stock in exchange for the cancellation of a $300,000 note (see Note 7).

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 10 - WARRANTS	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 Warrants. The warrant holder may exercise the warrants on or before December 31, 2015.
	During the year ended December 31, 2013 the Company issued 4,701,290 shares of common stock in exchange for 12,139,780 of cashless warrants originally issued in 2011.
	On January 15, 2014 the Company issued 1,949,287 shares of common stock in exchange for the cashless exercise of 9,401,120 warrants, which were originally issued in 2011.
							Weighted
					Weighted		Average
					Average		Remaining		Number of
					Exercise		Contract		Options			Intrinsic
		Options			Price		Life		Exercisable			Value
	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
	Granted		--			--		--		--			--
	Exercised		(9,401,120	)		0.03		--		(9,401,120	)		--
	Forfeited or cancelled		--			--		--		--			--
	Outstanding at Year Ended December 31, 2014		25,000,000			0.01		1		25,000,000			490,688
	The following table consists of the warrant activity for the years ended December 31, 2014 and 2013 including the number exercised and weighted price of their conversion to common stock:

INCOME_TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 11 - INCOME TAX	At December 31, 2014 and 2013, the Company had a federal net operating loss carry forward of approximately $1,388,842 and $621,736, 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:
		2014			2013
	Deferred tax assets:
	Net operating loss carry forward	$	1,388,842		$	621,736
	Total deferred tax assets		472,206			211,390
	Less: Valuation Allowance		(472,206	)		(211,390	)
	Net Deferred Tax Assets	$	--		$	--
	The valuation allowance for deferred tax assets as of December 31, 2014 and 2013 was $472,206 and $211,390, 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, 2014 and 2013, accordingly, recorded a full valuation allowance.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 12 - RELATED PARTY TRANSACTIONS	As of December 31, 2014 and 2013, there were total advances owed to related parties of $47,060 and $22,500 respectively and accrued salary of $375,000 and $183,000, respectively.
	During the year ended December 31, 2014, advance from related parties was $24,560.

ACQUISITIONS

ACQUISITIONS	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 13 - ACQUISITIONS	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.
	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.
	As of December 31, 2014 the Company elected to impair the goodwill of the Dallas market and took an impairment loss of $238,674 due to the drop of revenue and cash flow for the year ended December 31, 2014 compared to the same period in 2013.

INDEMINIFICATION_ASSETS

INDEMINIFICATION ASSETS	12 Months Ended
	Dec. 31, 2014
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. As of December 31, 2013, the outstanding indemnification asset was $76,921. During the year ended December 31, 2014 the Company wrote off the indemnification asset of $76,921 due to uncertainty of collectability.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2014
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 2015, $348,000 for 2016, and $319,000 for 2017.

LITIGATION

LITIGATION	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 16 - LITIGATION	On October 21, 2014 a civil case # 2014-56915 was entered in the District Court in Harris County, Texas against Stereo Live. The complaint claims an individual served liquor by the staff of Stereo Live was involved in accident causing damages to the plaintiff who is seeking damages between $200,000 and $1,000,000. At the date of the incident, Stereo Live had enforce an insurance policy covering this incident with aggregate coverage of $2,000,000 and individual coverage up to $1,000,000 for such occurrence. The insurance company is defending the suit under the terms of the policy so the Company has not incurred or accrued any liability as it believes it is fully covered under the insurance policy.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2014
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.
Principles of Consolidation	The consolidated financial statements of the Company include the Company and its wholly-owned Nightculture Inc (Texas) and Stereo Live, Inc. All material intercompany balances and transactions have been eliminated.
Related Parties	A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
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 2014 and 2013 was:
	Year Ended December 31,	2014			2013
	Net income (loss) per share: Basic	$	(0.01	)	$	0.06
	Net income (loss) per share: Diluted	$	(0.01	)	$	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.
Concentration of Credit Risk	Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. The Company places its cash with high credit quality financial institutions. At times such cash may be in excess of the FDIC limit. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.
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.
Inventory	Inventory consists of alcoholic beverages that are sold at venues put on by the Company. The Company accounts for the inventory on a first-in first-out basis and completes physical inventories on a monthly basis to reconcile any variances. Obsolete inventory, if any, is charged off at the end of each month
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.
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 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, 2014 and determined to impair the asset resulting in an impairment charge of $238,674 to operating expenses.
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.
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.
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, 2014
Summary Of Significant Accounting Policies Tables
Basic and diluted income(loss) per share	The basic and diluted income (loss) per share for years ended 2014 and 2013 was:
	Year Ended December 31,	2014			2013
	Net income (loss) per share: Basic	$	(0.01	)	$	0.06
	Net income (loss) per share: Diluted	$	(0.01	)	$	0.03

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2014
Fair Value Measurements Tables
Company's financial assets and liabilities at 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, 2014 and 2013.
	Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total
	LIABILITIES:
	Derivative liabilities as of December 31, 2014		-		-	$	1,437,676	$	1,437,676
	Derivative liabilities as of December 31, 2013		-		-	$	2,147,814	$	2,147,814

FIXED_AND_INTANGIBLE_ASSETS_Ta

FIXED AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2014
Fixed And Intangible Assets Tables
Fixed assets consisted of the following	Fixed assets consisted of the following as of December 31, 2014 and 2013:
		2014			2013
	Computer and Equipment (5 year life)		218,734			21,273
	Furniture and Fixture (5 year life)		5,185			-
	Software		16,000			16,000
			239,919			37,273
	Accumulated Depreciation		(72,774	)		(33,613	)
	Net PP&E		167,145			3,660
Intangible assets consisted of the following	Intangible assets consisted of the following as of December 31, 2014 and 2013:
		2014			2013
	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		(101,560	)		(62,264	)
	Net Intangible Assets		294,776			334,072

DERIVATIVE_INSTRUMENTS_Tables

DERIVATIVE INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2014
Derivative Instruments Tables
Summarizes the changes in the derivative liabilities	The following table summarizes the changes in the derivative liabilities during the year ended December 31, 2013 and 2014:
	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
	Reclassification of derivative liability to equity		(575,040	)
	Gain in fair value of derivative liability		(135,098	)
	Ending balance as of December 31, 2014	$	1,437,676

WARRANTS_Tables

WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2014
Warrants Tables
Summary of warrants	On January 15, 2014 the Company issued 1,949,287 shares of common stock in exchange for the cashless exercise of 9,401,120 warrants, which were originally issued in 2011.
							Weighted
					Weighted		Average
					Average		Remaining		Number of
					Exercise		Contract		Options			Intrinsic
		Options			Price		Life		Exercisable			Value
	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
	Granted		--			--		--		--			--
	Exercised		(9,401,120	)		0.03		--		(9,401,120	)		--
	Forfeited or cancelled		--			--		--		--			--
	Outstanding at Year Ended December 31, 2014		25,000,000			0.01		1		25,000,000			490,688

INCOME_TAX_Tables

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2014
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:
		2014			2013
	Deferred tax assets:
	Net operating loss carry forward	$	1,388,842		$	621,736
	Total deferred tax assets		472,206			211,390
	Less: Valuation Allowance		(472,206	)		(211,390	)
	Net Deferred Tax Assets	$	--		$	--

ACQUISITIONS_Tables

ACQUISITIONS (Tables)	12 Months Ended
	Dec. 31, 2014
Acquisitions Tables
Fair value of the assets acquired	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

ORGANIZATION_Details_Narrative

ORGANIZATION (Details Narrative)	12 Months Ended
	Dec. 31, 2014
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, 2014	Dec. 31, 2013
Summary Of Significant Accounting Policies Details
Net income (loss) per share: Basic	($0.01)	$0.06
Net income (loss) per share: Diluted	($0.01)	$0.03

SUMMARY_OF_SIGNIFICANT_ACCOUNT4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014
Summary Of Significant Accounting Policies Details Narrative
Impairment charges	$238,674

GOING_CONCERN_CONSIDERATIONS_D

GOING CONCERN CONSIDERATIONS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Going Concern Considerations Details Narrative
Net loss	($673,311)	$2,992,781
Accumulated deficit	$8,014,172	$7,340,861

FAIR_VALUE_MEASUREMENTS_Detail

FAIR VALUE MEASUREMENTS (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
LIABILITIES:
Derivative liability	$1,437,676	$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	$1,437,676	$2,147,814

FIXED_AND_INTANGIBLE_ASSETS_De

FIXED AND INTANGIBLE ASSETS (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Fixed assets	$239,919	$37,273
Accumulated Depreciation	-72,774	-33,613
Net PP&E	167,145	3,660
Computer and Equipment [Member]
Property Plant And Equipment Useful Life	5 years	5 years
Fixed assets	218,734	21,273
Furniture and Fixture [Member]
Property Plant And Equipment Useful Life	5 years	5 years
Fixed assets	5,185
Software [Member]
Fixed assets	$16,000	$16,000

FIXED_AND_INTANGIBLE_ASSETS_De1

FIXED AND INTANGIBLE ASSETS (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Gross Total	$396,336	$396,336
Accumulated Amortization	-101,560	-62,264
Net Intangible Assets	294,776	334,072
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

FIXED_AND_INTANGIBLE_ASSETS_De2

FIXED AND INTANGIBLE ASSETS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Fixed And Intangible Assets Details Narrative
Depreciation expense	$39,160	$5,973
Purchase of fixed assets	78,653
Amortization expense	$39,296	$39,296

DERIVATIVE_INSTRUMENTS_Details

DERIVATIVE INSTRUMENTS (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Derivative Instruments Details
Beginning Balance	$2,147,814	$5,006,837
Reclassification of derivative liability to equity	-575,040	-657,384
Gain in fair value of derivative liability	-135,098	-2,201,639
Ending balance	$1,437,676	$2,147,814

DERIVATIVE_INSTRUMENTS_Details1

DERIVATIVE INSTRUMENTS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Derivative Instruments Details Narrative
Gain on change in fair value	$135,098	$2,201,639
Reclassification of derivative liability to equity	575,040	657,384
Derivative liability for debt converted to common stock	142,242
Derivative liability converted due to common stock	$432,798
Cashless warrants converted to common stock	9,401,120	12,139,780
Dividend yield	0.00%	0.00%
Volatility rate minimum	127.00%	6.00%
Volatility rate maximum	250.00%	20.00%
Risk free rate minimum	0.14%	0.16%
Risk free rate maximum	0.26%	1.29%

NOTE_PAYABLE_Details_Narrative

NOTE PAYABLE (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Note payable outstanding		$300,000
Amortized interest expense		9,600
(Gain) loss on settlement of debt	-150,000
Borrowing on debt	50,000	80,000
Purchase of fixed assets through loans	123,992
Repayment of notes payable	-37,412	-89,600
Balance due on leases	136,580
Short term lease obligation	61,946
Long term debt	74,634
Third party [Member]
Note payable outstanding		40,000
On July 2, 2014 [Member]
Note payable outstanding	$30,215

CONVERTIBLE_DEBENTURES_Details

CONVERTIBLE DEBENTURES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Convertible Debentures Details Narrative
Discount amortized to interest expense	$181,409	$166,666
Convertible note amount outstanding	319,563	216,894
Convertable note unamortized discount	$101,697	$283,106

WARRANTS_Details

WARRANTS (Details) (Warrant [Member], USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Warrant [Member]
Options
Beginning Balance	34,401,120	46,540,900
Granted
Exercised	-9,401,120	-12,139,780
Forfeited or Cancelled
Ending Balance	25,000,000	34,401,120
Weighted Average Exercise Price
Beginning Balance	$0.02	$0.07
Granted
Exercised	$0.03	$0.03
Forfeited or Cancelled
Ending Balance	$0.01	$0.02
Weighted Average Remaining Contract Life
Beginning Balance	1 year 8 months 23 days	2 years 6 months 15 days
Ending Balance	1 year	1 year 8 months 23 days
Number of Options Exercisable
Beginning Balance	34,401,120	46,540,900
Granted
Exercised	-9,401,120	-12,139,780
Forfeited or Cancelled
Ending Balance	25,000,000	34,401,120
Intrinsic Value
Intrinsic Value of Options	$490,688	$560,723

INCOME_TAX_Details

INCOME TAX (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Deferred tax assets:
Net operating loss carryforward	$1,388,842	$627,736
Total deferred tax assets	472,206	211,390
Less: Valuation Allowance	-472,206	-211,390
Net Deferred Tax Assets

INCOME_TAX_Details_Narrative

INCOME TAX (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Tax Details Narrative
Operating loss carryforward	$1,388,842	$621,736
Operating loss carryforward expiration dates	Between 2032 and 2033
Valuation allowance for deferred tax assets	$472,206	$211,390

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Related Party Transactions Details Narrative
Advances owed to related parties	$47,060	$22,500
Accrued salary	375,000	183,000
Advance from related parties	$24,560

ACQUISITIONS_Details

ACQUISITIONS (Details) (USD $)	Dec. 31, 2014
Acquisitions Details
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_Narrative

ACQUISITIONS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Acquisitions Details Narrative
Outstanding gross receivables		$162,954
Vendor Payable		35,541
Impairment charges	$238,674

INDEMINIFICATION_ASSETS_Detail

INDEMINIFICATION ASSETS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Indeminification Assets Details Narrative
Outstanding indemnification asset		$76,921
Write -off of indemnification asset	$76,921

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	Dec. 31, 2014
Commitments And Contingencies Details Narrative
Future minimum lease payments operating 2015	$348,000
Future minimum lease payments operating 2016	348,000
Future minimum lease payments operating 2017	$319,000