Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Dec. 10, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Seaniemac International, Ltd. | ' |
Entity Central Index Key | '0001206133 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 74,721,445 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash | $8,499 | $6,742 |
Prepaid expenses and other current assets | 207,921 | 114,989 |
Total Current Assets | 216,420 | 121,731 |
Equipment, net | 2,000 | 2,399 |
Deferred loan costs, net | 22,767 | 20,087 |
Total Assets | 241,187 | 144,217 |
Current Liabilities: | ' | ' |
Convertible promissory notes and accrued interest, net | 104,908 | 187,241 |
Notes payable and accrued interest | 38,530 | 30,000 |
Accounts payable and accrued expenses | 1,847,646 | 1,476,336 |
Loans payable and accrued interest - related parties | 1,146,218 | 958,014 |
Accrued officer's compensation | 75,000 | 60,000 |
Debt derivative liabilities | 386,334 | ' |
Warrant derivative liability | 359,014 | ' |
Total Current Liabilities | 3,957,650 | 2,711,591 |
Total Liabilities | 3,957,650 | 2,711,591 |
Commitments and Contingencies | ' | ' |
Stockholders' Deficit: | ' | ' |
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 52,716,545 and 42,170,345 shares issued and outstanding, respectively | 52,716 | 42,170 |
Additional paid-in capital | ' | 204,077 |
Subscriptions receivable | -131 | -131 |
Accumulated other comprehensive loss | -45,814 | -51,635 |
Accumulated deficit | -3,319,098 | -2,491,962 |
Total Seaniemac International Ltd. Stockholders' Deficit | -3,306,854 | -2,292,008 |
Non-controlling Interest | -409,609 | -275,366 |
Total Stockholders' Deficit | -3,716,463 | -2,567,374 |
Total Liabilities and Stockholders' Deficit | 241,187 | 144,217 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Stockholders' Deficit: | ' | ' |
Convertible Preferred Stock, $0.001 par value: | 2,294 | 2,294 |
Series B Convertible Preferred Stock [Member] | ' | ' |
Stockholders' Deficit: | ' | ' |
Convertible Preferred Stock, $0.001 par value: | 1,250 | 1,250 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Stockholders' Deficit: | ' | ' |
Convertible Preferred Stock, $0.001 par value: | 1,829 | 1,829 |
Series D Convertible Preferred Stock [Member] | ' | ' |
Stockholders' Deficit: | ' | ' |
Convertible Preferred Stock, $0.001 par value: | $100 | $100 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorised | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 52,716,545 | 42,170,345 |
Common stock, shares outstanding | 52,716,545 | 42,170,345 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 2,293,750 | 2,293,750 |
Preferred stock, shares outstanding | 2,293,750 | 2,293,750 |
Series B Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 1,250,000 | 1,250,000 |
Preferred stock, shares outstanding | 1,250,000 | 1,250,000 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,828,569 | 1,828,569 |
Preferred stock, shares outstanding | 1,828,569 | 1,828,569 |
Series D Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Gross gaming revenue | $91,433 | $18,880 | $188,346 | $18,880 |
Promotional allowances | 54,317 | 17,034 | 115,483 | 17,034 |
Net gaming revenue | 37,116 | 1,846 | 72,863 | 1,846 |
Operating Expenses: | ' | ' | ' | ' |
Selling, general and administrative expenses | 382,460 | 341,531 | 958,297 | 481,140 |
Operating Loss | -345,344 | -339,685 | -885,434 | -479,294 |
Other Income (Expense): | ' | ' | ' | ' |
Gain on change in fair value of derivative liabilities | 550,862 | ' | 505,136 | ' |
Interest expense (including amortization of loan costs) | -393,347 | -2,529 | -464,508 | -3,770 |
Realized foreign exchange gain (loss) | 804 | 10 | 1,051 | -1,782 |
Net Loss | -187,025 | -342,204 | -843,755 | -484,846 |
Loss Attributable to Non-controlling Interest | 52,197 | 65,591 | 134,244 | 89,902 |
Net Loss Attributable to Common Shareholders | ($134,828) | ($276,613) | ($709,511) | ($394,944) |
Basic and Diluted Per Share Data: | ' | ' | ' | ' |
Net Loss - Basic | $0 | ($0.01) | ($0.02) | ($0.01) |
Net Loss - Diluted | $0 | ($0.01) | ($0.02) | ($0.01) |
Weighted Average Shares Outstanding - | ' | ' | ' | ' |
Basic and Diluted | 46,498,325 | 41,170,345 | 44,418,998 | 40,170,345 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Consolidated net loss | ($187,025) | ($342,204) | ($843,755) | ($484,846) |
Other comprehensive loss, net of tax: | ' | ' | ' | ' |
Foreign currency translation (loss) income | 7,839 | -4,582 | 5,821 | 6,865 |
Comprehensive loss | -179,186 | -346,786 | -837,934 | -477,981 |
Comprehensive (loss) income attributable to non-controlling interest | 52,197 | 65,591 | 134,244 | 89,902 |
Comprehensive loss attributable to common shareholders | ($126,989) | ($281,195) | ($703,690) | ($388,079) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss, inclusive of non-controlling interest | ($843,755) | ($484,846) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 399 | ' |
Interest/penalty accrued and not paid or imputed | 40,887 | 3,543 |
Share based payments | 89,328 | 71,112 |
Non-cash interest | 310,946 | ' |
Change in fair value of debt derivative liabilities | -274,112 | ' |
Change in fair value of warrant liability | -231,024 | ' |
Amortization of debt discount and OID attributable to convertible notes | 104,387 | ' |
Amortization of deferred loan costs | 8,120 | 167 |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses and other current assets | -67,609 | 22,698 |
Accounts payable and accrued expenses | 494,758 | 1,956 |
Accrued officers' compensation | 15,000 | ' |
Total adjustments | 491,080 | 99,476 |
Net Cash Used in Operating Activities | -352,675 | -385,370 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from short term note payable | 8,500 | 53,000 |
Proceeds from issuance of convertible notes | 147,000 | ' |
Payment of loan costs | -10,800 | -3,000 |
Proceeds from loans from related parties | 173,911 | 353,017 |
Proceeds from issuance of common stock | 30,000 | ' |
Net Cash Provided By Financing Activities | 348,611 | 403,017 |
Effect of foreign exchange fluctuations on cash | 5,821 | 6,865 |
NET INCREASE IN CASH | 1,757 | 24,512 |
CASH - Beginning of Period | 6,742 | 726 |
CASH - End of Period | 8,499 | 25,238 |
Cash Paid During the Period for: | ' | ' |
Interest | ' | ' |
Income taxes | ' | ' |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Common stock issued in settlement of payables | 123,448 | ' |
Common stock issued for services | 35,750 | 160,000 |
Debt derivative liability at inception | 660,446 | ' |
Warrant derivative liability at inception | $590,038 | ' |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
1. Basis of Presentation | |
The accompanying unaudited interim condensed consolidated financial statements of Seaniemac International, Ltd. and Subsidiaries (the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |
The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited condensed consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on October 10, 2014. | |
The Company’s Board of Directors approved a change of its name to Seaniemac International, Ltd. effective August 16, 2013 in connection with its current business focus in the operation and expansion of its on-line gaming website Seaniemac.com. The name change was effected through the Company’s acquisition of a 70% interest in Seaniemac Limited in which the Company was the surviving entity as discussed below. In accordance with the Nevada Revised Statutes, the Company changed its name effective August 16, 2013. This action was approved by the company’s Board of Directors on June 16, 2013 and no consent of Company’s stockholders was required under Nevada law. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2014 | |
Business Combinations [Abstract] | ' |
Acquisition | ' |
2. Acquisition | |
On June 7, 2012, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with RDRD II Holding LLC, a Delaware limited liability company (“RDRD”). The Exchange Agreement was amended on October 29, 2012. The Exchange Agreement contemplated the acquisition of RDRD’s 70% equity ownership interest (the “Seaniemac Equity Interest”) in Seaniemac Limited (“Seaniemac”), an Ireland corporation. Seaniemac is in the business of operating a sports gaming website. The Exchange Agreement further contemplated that, in exchange for the Seaniemac Equity Interest, the Company would issue to RDRD an amount of shares of its common stock (the “RDRD Exchange Shares”) which, following such issuance, would equal approximately 71% of the Company’s then outstanding shares of Common Stock (on a fully diluted basis), after taking into account the 10 million post-split shares the Company was ordered by a court in Florida to issue to certain of its creditors in exchange for $500,000 of debt owed to such creditors (the “RDRD Percentage”). | |
On October 30, 2012, the acquisition was consummated (the “Closing”). In addition, immediately following the Closing, the Company issued 10,000,000 post-split shares of its common stock in accordance with a court order, in exchange for the cancellation of $500,000 of our debt (“Debt Exchange Shares”). As a result of the acquisition and the issuance of our Debt Exchange Shares, RDRD holds approximately 71% of the Company’s common stock. | |
Prior to the acquisition, the Company was a shell company with no business operations. As a result of the acquisition, the Company is no longer considered a shell company. Its business and operations are now those of Seaniemac. Unless specifically set forth to the contrary, when used in this report the terms “we”, “our”, the “Company” and similar terms refer to Seaniemac International, Ltd., a Nevada corporation and its 70% owned subsidiary Seaniemac Limited, an Ireland corporation. | |
Seaniemac, is an Irish company that was incorporated on December 11, 2011. Its corporate charter authorizes 100,000 shares of one class of stock. Seaniemac has issued 100 of those shares, 70 of which we acquired from RDRD in the acquisition. Seaniemac began generating revenue during the three month period ended June 30, 2013 from its on-line gaming website that operates in the Irish market. |
Liquidity_and_Going_Concern
Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2014 | |
Liquidity And Going Concern | ' |
Liquidity and Going Concern | ' |
3. Liquidity and Going Concern | |
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations since its inception. At June 30, 2014, the Company had working capital and stockholders’ deficit of $3,741,230 and $3,716,463, respectively. | |
Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. The Company recently launched its on-line gaming website that targets the Irish market which began to generate revenues during the quarter ended June 30, 2013. The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. The outcome of this uncertainty cannot be assured. | |
The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Significant_Accounting_Policie
Significant Accounting Policies Applicable to Interim Financial Statements | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies Applicable to Interim Financial Statements | ' |
4. Significant Accounting Policies Applicable to Interim Financial Statements | |
A. Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries which are inactive and its 70% owned subsidiary, Seaniemac. All inter-company balances and transactions have been eliminated in consolidation. | |
B. Subsequent Events | |
Management has evaluated subsequent events through the date of this filing. | |
C. Foreign Currency | |
The assets and liabilities of Seaniemac, whose functional currency is the Euro, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Company’s financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date. | |
D. Equipment Depreciation and Amortization | |
Equipment is stated at cost less accumulated depreciation. These assets are depreciated on a straight lines basis over their estimated useful lives, generally five years. | |
E. Revenue Recognition | |
Gross gaming revenue is the gross gaming yield which is the difference between gaming wins and losses and includes promotional betting (“Free Bets”). Free Bets are included in promotional allowances and are deducted from gross gaming revenue. All other costs are included in selling, general and administrative expenses. | |
F. Advertising | |
All advertising costs are expensed as incurred. Advertising costs incurred for the production of a commercial are considered prepaid expenses until the commercial airs, at which time such costs are expensed. | |
G. Stock Based Compensation Arrangements | |
The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 10”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. | |
From time to time, our shares of common stock and warrants have been issued as payment to employees and non-employees for services. These are non-cash transactions that require management to make judgments related to the fair value of the shares issued, which affects the amounts reported in our condensed consolidated financial statements for certain of its assets and expenses. | |
H. Derivative Instrument Liability | |
The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2014 and December 31, 2013, the Company did not have any derivative instruments that were designated as hedges. | |
I. Cash and Cash Equivalents | |
Cash primarily consists of cash on hand and bank deposits. The Company currently has no cash equivalents which would consist of money market accounts and other highly liquid investments with an original maturity of three months or less when purchased. | |
J. Use of Estimates in Preparation of Financial Statements | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts and notes receivable, useful life of fixed assets, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate | |
K. Earnings (loss) per common share | |
The Company utilizes the guidance per FASB Codification “ASC 260 “Earnings per Share”. Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the conversion of convertible notes and the exercise of stock options and warrants (calculated using the modified-treasury stock method). | |
L. Convertible Instruments | |
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.” | |
Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument.” | |
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | |
M. Deferred Financing Costs | |
Costs incurred with obtaining and executing debt arrangements are capitalized and amortized over the term of the related debt using the effective interest method. | |
N. Reclassifications | |
Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results. | |
O. Recently Issued Accounting Pronouncements | |
The FASB has issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. | |
The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. | |
In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements. | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on the results of operations, financial condition or cash flow. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
Prepaid Expenses and Other Current Assets | ' | ||||||||
5. Prepaid Expenses and Other Current Assets | |||||||||
Prepaid expenses and other current assets consist of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Cost of website development and hosting | $ | 55,425 | $ | 70,835 | |||||
Prepaid consulting services | 116,567 | 17,178 | |||||||
Miscellaneous receivables | 35,929 | 26,976 | |||||||
Total | $ | 207,921 | $ | 114,989 | |||||
Amortization of website development and hosting totaled $7,428 and $14,855 for the three and six months ended June 30, 2014, respectively, $3,537 and $3,527 three and six months ended June 30, 2013. The prepaid costs related to website development and hosting are the upfront charges for set up, delivery and hosting of Seaniemac’s branded gaming website; amortization of these costs began in May 2013 and will be amortized over three years. The miscellaneous receivables pertain to foreign valued added taxes that have been paid by Seaniemac and are expected to be refunded. | |||||||||
On March 17, 2014, the Company entered into a one year Consulting and Representation Agreement with Corporate Ads, LLC in exchange for 650,000 shares of the Company plus $10,000. The shares were valued at $35,750 based upon the closing price of the Company’s stock on March 17, 2014 of $0.055 per share. The total amount of $45,750 was included in prepaid consulting expenses and is being amortized over the one-year term. Amortization of $11,439 and $13,345 was recorded for the three and six months ended June 30, 2014, respectively. |
Equipment_Net
Equipment, Net | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Equipment, Net | ' | ||||||||||
6. Equipment, Net | |||||||||||
Equipment consists of the following: | |||||||||||
Estimated | (Unaudited) | 31-Dec-13 | |||||||||
Useful Life | 30-Jun-14 | ||||||||||
Computer equipment | 5 years | $ | 2,589 | $ | 2,589 | ||||||
Accumulated depreciation | (589 | ) | (190 | ) | |||||||
Equipment, net | $ | 2,000 | $ | 2,399 | |||||||
Depreciation expense for equipment was $207 and $0 for the three months ended June 30, 2014 and 2013, respectively and $399 and $0 for the six months ending June 30, 2014, respectively. |
Deferred_Loan_Costs_Net
Deferred Loan Costs, Net | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
Deferred Loan Costs, Net | ' | ||||||||
7. Deferred Loan Costs, Net | |||||||||
Deferred loan costs, net consists of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Deferred loan costs | $ | 31,800 | $ | 21,000 | |||||
Accumulated amortization | (9,033 | ) | (913 | ) | |||||
Deferred loan costs, net | $ | 22,767 | $ | 20,087 | |||||
The Company incurred deferred loan costs of $21,000 in connection with a Secured Convertible Promissory Note issued to Iliad Research and Trading, L.P. (“Iliad”) on December 2, 2013. These deferred loan costs are being amortized over the twenty-three month term of the note. Amortization of deferred loan costs totaled $2,739 and $5,478 during the three and six months ended June 30, 2014, respectively | |||||||||
The Company incurred deferred loan costs of $5,800 in connection with the issuance of a 10% convertible note issued to LG Capital Funding, LLC (“LG Capital”) on April 1, 2014. These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $1,450 during the three and six months ended June 30, 2014. | |||||||||
Additional deferred loan costs of $5,000 were incurred in connection with the issuance of a 12% convertible note issued to WHC Capital, LLC (“WHC Capital”) on April 4, 2104. These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $1,192 during the three and six months ended June 30, 2014. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Expenses | ' | ||||||||
8. Accounts Payable and Accrued Expenses | |||||||||
Accounts payable and accrued expenses consist of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Accounts payable | $ | 1,748,193 | $ | 1,376,881 | |||||
Accrued expenses and other current liabilities | 99,453 | 99,455 | |||||||
Total | $ | 1,847,646 | $ | 1,476,336 | |||||
Accounts payable includes $28,063 owed to Barry M. Brookstein (“Brookstein”) at June 30, 2014 and December 31, 2013. Brookstein is the Company’s chief executive officer and chief financial officer. Accounts payable also includes consulting fees of $282,386 and $241,510 payable to Seaniemac’s non-controlling shareholders at June 30, 2014 and December 31, 2013, respectively. $0 and $75,000 is payable to GE Park, LLC at June 30, 2014 and December 31, 2013, respectively. | |||||||||
Consulting fees incurred for non-controlling shareholders were $57,074 and $54,204 for the three months ended June 30, 2014 and 2013, respectively, and $113,970 and $108,280 for the six months ended June 30, 2014 and 2013. Consulting fees of $50,000 and $0 were incurred for GE Park, LLC during the three months ended June 30, 2014 and 2013, respectively. |
Accrued_Officers_Compensation
Accrued Officer's Compensation | 6 Months Ended |
Jun. 30, 2014 | |
Compensation Related Costs [Abstract] | ' |
Accrued Officer's Compensation | ' |
9. Accrued Officer’s Compensation | |
The Company accrued compensation for Brookstein in the amount of $7,500 and $15,000 during the three and six months ended June 30, 2014. At June 30, 2014 and December 31, 2013, the unpaid balance was $75,000 and $60,000, respectively. |
Notes_Payable_and_Accrued_Inte
Notes Payable and Accrued Interest | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Short-term Debt [Abstract] | ' | ||||||||
Notes Payable and Accrued Interest | ' | ||||||||
10. Notes Payable and Accrued Interest | |||||||||
Notes payable and accrued interest consist of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Notes payable and accrued interest -Summit Trading Ltd. | $ | 8,530 | $ | - | |||||
Notes payable - John Koehler | 30,000 | 30,000 | |||||||
Total | $ | 38,530 | $ | 30,000 | |||||
On October 1, 2003, the predecessor to Execuserve Corp. (“Execuserve”) issued a $150,000 non-interest bearing promissory note to Koehler, an investor in the predecessor. Upon completion of the merger of Execuserve and the Company pursuant to an agreement and plan of merger dated as of February 5, 2010, the balance of the amount Execuserve owed Koehler was $37,000. Although the Company agreed to pay the balance in monthly installments of $1,000, the Company is in default as it has not made a payment since September 2010. The balance due to Koehler at both June 30, 2014 and December 31, 2013 totaled $30,000. | |||||||||
On May 29, 2014, the Company issued a demand note to Summit Trading Ltd. (‘Summit”) in the amount of $8,500. Interest of 4% per annum on any unpaid principal is payable on demand. Interest expense was $30 for the three and six months ended June 30, 2014. |
Loans_Payable_and_Accrued_Inte
Loans Payable and Accrued Interest - Related Parties | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Loans Payable and Accrued Interest - Related Parties | ' | ||||||||
11. Loans Payable and Accrued Interest – Related Parties | |||||||||
Loans payable and accrued interest to related parties consist of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Loan payable and accrued interest - GE Park, LLC (A) | $ | 231,128 | $ | 95,845 | |||||
Loans payable - Brookstein (B) | 14,202 | 14,202 | |||||||
Loans payable and accrued interest - RDRD II Holding, LLC(C) | 900,888 | 847,967 | |||||||
Total | $ | 1,146,218 | $ | 958,014 | |||||
The Company has specified the following person and entities as related parties with ending balances as of June 30, 2014 and December 31, 2013: | |||||||||
RDRD, a shareholder of the company, Barry Brookstein, our Chief Executive Officer and Chief Financial Officer and GE Park, LLC an affiliate of the non-controlling interest holder in Seaniemac minority shareholder. | |||||||||
A. Loan Payable – GE Park, LLC | |||||||||
GE Park, LLC loaned the Company $227,600 to be used for working capital purposes. The loans bear interest at 4% per annum and are due on demand. Interest expense for the three and six months ended June 30, 2014 totaled $1,734 and $2,683, respectively. Accrued interest at June 30, 2014 and December 31, 2013 totaled $3,528 and $845, respectively. | |||||||||
B. Loans Payable – Brookstein | |||||||||
At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. At June 30, 2014 and December 31, 2013, loans payable to Brookstein totaled $14,202. | |||||||||
C. Loans Payable – RDRD II Holding, LLC | |||||||||
RDRD II Holding, LLC, a Delaware limited liability company and substantial shareholder of the Company (“RDRD”) loaned monies to the Company and its subsidiary Seaniemac for working capital purposes. The loans to the Company aggregating $292,650 do not bear interest and are due on demand. The loans to Seaniemac aggregating $580,801 bear interest at 4% per annum. At June 30, 2014 and December 31, 2013, loans payable were $873,451 and $832,141, respectively, and accrued interest totaled $27,437 and $15,826, respectively. | |||||||||
The Company imputed interest of $5,610 and $10,874 on amount loaned to the Company by RDRD during the three and six months ended June 30, 2014, respectively, at an assumed rate of 8% per annum. | |||||||||
Interest expense to related parties totaled $13,078 and $25,167 for the three and six months ended June 30, 2014, respectively. |
Convertible_Promissory_Notes_a
Convertible Promissory Notes and Accrued Interest, Net | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Promissory Notes and Accrued Interest, Net | ' | ||||||||
12. Convertible Promissory Notes and Accrued Interest, Net | |||||||||
Convertible promissory notes consists of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Iliad Note (1): | |||||||||
Secured convertible promissory note - Iliad | $ | 227,500 | $ | 227,500 | |||||
Accrued interest payable - Iliad | 13,025 | 1,469 | |||||||
Total | 240,525 | 228,969 | |||||||
Less: | |||||||||
OID of $20,000, net of amortization of $5,217 and $870 as of June 30, 2014 and December 31, 2013, respectively | (13,911 | ) | (19,130 | ) | |||||
Loan discount of $202,500, net of amortization of $9,549 and $1,027 as of June 30, 2014 and December 31, 2013, respectively | (191,924 | ) | (22,598 | ) | |||||
Secured convertible promissory note - Iliad | $ | 34,690 | $ | 187,241 | |||||
Redwood Note (2): | |||||||||
Secured convertible promissory note - Redwood | $ | 75,000 | $ | - | |||||
Accrued interest payable - Redwood | 2,322 | - | |||||||
Total | 77,322 | - | |||||||
Loan discount of $75,000, net of amortization of $48,505 and $0 as of June 30, 2014 and December 31, 2013, respectively | (26,495 | ) | - | ||||||
Secured convertible promissory note - Redwood | $ | 50,827 | $ | - | |||||
LG Capital Funding, LLC (3): | |||||||||
10% convertible redeemable note - LG Capital | $ | 40,000 | $ | - | |||||
Accrued interest payable - LG Capital | 986 | - | |||||||
Total | 40,986 | - | |||||||
Loan discount of $40,000, net of amortization of $9,863 and $0 as of June 30, 2014 and December 31, 2013, respectively | (30,137 | ) | - | ||||||
10% convertible redeemable note - LG Capital | $ | 10,849 | $ | - | |||||
WHC Capital, LLC (4): | |||||||||
10% convertible redeemable note - WHC Capital | $ | 32,000 | $ | - | |||||
Accrued interest payable - WHC Capital | 915 | - | |||||||
Total | 32,915 | - | |||||||
Loan discount of $32,000, net of amortization of $7,627 and $0 as of June 30, 2014 and December 31, 2013, respectively | (24,373 | ) | - | ||||||
10% convertible redeemable note - WHC Capital | $ | 8,542 | $ | - | |||||
Convertible promissory notes and accrued interest, net | $ | 104,908 | $ | 187,241 | |||||
1. Iliad Note | |||||||||
On December 2, 2013 (“Issuance Date”) the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad”). Pursuant to the Purchase Agreement, the Company issued to Iliad a Secured Convertible Promissory Note (the “Note”) in the original principal amount of $667,500 (the “Purchase Price”) which Note bears interest at 8% per annum and is compounded daily. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is 23 months from Issuance Date of the Note (the “Maturity Date”). Net cash expected will be $607,500, net of original issue discount of $60,000. | |||||||||
The initial cash purchase price of $202,500 (which amount is net of the pro-rata portion of original issue discount of $20,000 and certain transactional expenses of $5,000) was received by the Company on the issuance date and (ii) the balance of $400,000 shall be received no later than the Maturity Date, as evidenced by four separate $100,000 promissory notes issued by Iliad to the Company. | |||||||||
Beginning six months after the Issuance Date and continuing for each installment date thereafter, the Company is required to make monthly principal payments under the Note of $37,083, plus any accrued and unpaid interest as of the installment date. Any installment payment may be either cash or shares of Common Stock, at the election of the Registrant. | |||||||||
The Company also issued Iliad five years warrants to purchase 2,019,231 shares of the Company’s common stock on December 2, 2013. These options were valued at $23,625 using the Black-Scholes option pricing model with the following values: risk free interest rate of 1.5%, volatility of 26.01538% and strike price of $0.12 and was amortized to interest expense during the six months ended June 30, 2014. | |||||||||
At any time after 180 days from the Issuance Date, the Note is convertible into shares of the Company’s common stock, at the option of the Note holder, at a conversion price of $0.12 per share, subject to adjustment downward under certain circumstances defined in the Note. At December 31, 2013, the Company has reserved 16.67 million shares of authorized but unissued common stock in accordance with the terms of the Note. The Company has agreed to reserve these shares until all of the Company’s obligations under the Note are paid and performed in full and the warrants are exercised in full or otherwise expired. The Company may prepay part or all of the Note at any time, provided that any prepayment is subject to a 25% penalty on the amount prepaid. | |||||||||
The Note is subject to various default provisions, including as a result of a failure to make an installment payment by the due date, a failure to deliver shares when required under the Note, or a breach of covenants in the Note and Purchase Agreement, among others. Upon an event of default, the Note accrues interest at the default rate of 1.83% per month (or 22% per annum), compounding daily. The Company is in default on this loan as of June 2, 2014 as a result of failing to make the required installment payments, as well as a result of the Company’s failure to timely file its annual reports with the SEC. Accordingly, the total principal due Iliad of $227,500 is classified as a current liability. | |||||||||
The Company has identified the embedded derivatives related to the above described debenture. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. | |||||||||
On June 3, 2014 (180 days from Issuance Date), the Company determined the aggregate fair value of $443,169 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 224.54%, (3) weighted average risk-free interest rate of 0.41 %, (4) expected life of 1.42 years, and (5) estimated fair value of the Company’s common stock of $0.0394 per share. | |||||||||
The determined fair value of the debt derivatives of $443,169 was charged as a debt discount up to the net proceeds of the note with the remainder of $240,669 charged to current period operations as non-cash interest expense. | |||||||||
The amortization of debt discount for the three and six months ended June 30, 2014 was $6,466 and $9,549, respectively, which was accounted for as interest expense. | |||||||||
2. Redwood Note | |||||||||
On March 3, 2014, the Company entered into a Securities Purchase Agreement with Redwood Management, LLC. (“Redwood”), for the sale of a 10% convertible debenture in the principal amount of $75,000 (the “Note”). The financing closed on March 3, 2014. The total net proceeds the Company received from this Offering was $75,000. | |||||||||
The Note bears interest at the rate of 10% guaranteed interest regardless of how long the debenture is outstanding. All interest and principal must be repaid on September 3, 2014. The debenture is convertible into common stock, at Redwood’s option, at a 50% discount to the lowest trading price of the common stock during the 20 trading day period prior to conversion. | |||||||||
The Company has identified the embedded derivatives related to the above described debenture. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. | |||||||||
At the inception of the Redwood debenture, the Company determined the aggregate fair value of $109,741 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 184.71%, (3) weighted average risk-free interest rate of 0.08 %, (4) expected life of 0.50 years, and (5) estimated fair value of the Company’s common stock of $0.065 per share. | |||||||||
The determined fair value of the debt derivatives of $109,741 was charged as a debt discount up to the net proceeds of the note with the remainder of $34,741 charged to current period operations as non-cash interest expense. | |||||||||
The amortization of debt discount for the three and six months ended June 30, 2014 was $37,092 and $48,505 which was accounted for as interest expense, respectively. | |||||||||
3. LG Capital Note | |||||||||
On April 1, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC. (“LG Capital”), for the sale of a 10% convertible note in the principal amount of $40,000 (the “Note”). The financing closed on April 1, 2014. The total net proceeds the Company received from this Offering was $40,000. | |||||||||
The Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on April 1, 2015. The debenture is convertible into common stock, at LG Capital’s option, at a 58% discount to the average two lowest trading prices of the common stock during the 20 trading day period prior to conversion. | |||||||||
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. | |||||||||
At the inception of the LG Capital note, the Company determined the aggregate fair value of $51,263 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.52%, (3) weighted average risk-free interest rate of 0.13 %, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock of $0.0471 per share. | |||||||||
The determined fair value of the debt derivatives of $51,263 was charged as a debt discount up to the net proceeds of the note with the remainder of $11,263 charged to current period operations as non-cash interest expense. | |||||||||
The amortization of debt discount for the three and six months ended June 30, 2014 was $9,863 which was accounted for as interest expense. | |||||||||
4. WHC Capital Note | |||||||||
On April 4, 2014, the Company entered into a Securities Purchase Agreement with WHC Capital, LLC. (“WHC Capital”), for the sale of a 12% convertible note in the principal amount of $32,000 (the “Note”). The financing closed on April 4, 2014. The total net proceeds the Company received from this Offering was $32,000. | |||||||||
The Note bears interest at the rate of 12% per annum. All interest and principal must be repaid on April 4, 2015. The debenture is convertible into common stock, at WHC Capital’s option, at a 58% discount to the lowest trading price of the common stock during the 10 trading day period prior to conversion. | |||||||||
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. | |||||||||
At the inception of the WHC Capital note, the Company determined the aggregate fair value of $56,273 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.08%, (3) weighted average risk-free interest rate of 0.11 %, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock of $0.06 per share. | |||||||||
The determined fair value of the debt derivatives of $56,273 was charged as a debt discount up to the net proceeds of the note with the remainder of $24,273 charged to current period operations as non-cash interest expense. | |||||||||
The amortization of debt discount for the three and six months ended June 30, 2014 was $7,627 which was accounted for as interest expense. |
Derivative_Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivative Liabilities | ' |
13. Derivative Liabilities | |
Debt derivatives | |
As described in Note 12, in 2013 and 2014 the Company issued convertible notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date. | |
At June 30, 2014, the Company marked to market the fair value of the debt derivatives and determined a fair value of $386,334. The Company recorded a gain from change in fair value of debt derivatives of $319,838 and $274,112 for the three and six months ended June 30, 2014. The fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 235.48%, (3) weighted average risk-free interest rate of 0.04% to 0.11%, (4) expected life of 0.18 to 1.34 years, and (5) estimated fair value of the Company’s common stock of $0.021 per share. | |
Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. | |
Warrant liability | |
As described in Note 12, the Company issued warrants in conjunction with the issuance with certain convertible notes. These warrants contain certain reset provisions. Therefore, in accordance with ASC 815-40, the Company reclassified the fair value of the warrant from equity to a liability at the date of the effectiveness of the reset provisions. Subsequent to the initial effectiveness date, the Company is required to adjust to fair value the warrant as an adjustment to current period operations. | |
The Company estimated the fair value at date of effectiveness of the warrants issued in connection with the issuance of the convertible promissory notes to be $590,038 using the Binomial Lattice formula assuming no dividends, a risk-free interest rate of 1.65%, expected volatility of 224.54%, and expected warrant life of 4.50 years. Since the warrants have reset provisions, pursuant to ASC 815-40, the Company has reclassified from equity the fair value of the warrants of $590,038 as a warrant liability. Until conversion and expiration of the warrants, changes in fair value were recorded as non-operating, non-cash income or expense at each reporting date. | |
At June 30, 2014, the Company marked to market the fair value of the warrant liability and determined a fair value of $359,014. The Company recorded a gain from change in fair value of debt derivatives of $231,024 for the three and six months ended June 30, 2014. The fair value of the warrant liability was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 235.48%, (3) weighted average risk-free interest rate of 0.88%, (4) expected life of 4.43 years, and (5) estimated fair value of the Company’s common stock of $0.021 per share. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
14. Commitments and Contingencies | |
A. Marketing Agreements | |
On January 30, 2013, Seaniemac entered into a three year White Label Services Agreement with Boylesports. Boylesports will be paid approximately 65,000 Euros to set up, deliver and host the branded website. In addition, Boylesports will receive a portion of the gross gaming revenue (GGR) generated from the seanimac.com website. GGR is gross turnover, minus gross win, leaving gross gaming yield and subtracting from that amount tax and any payments to software providers. Seaniemac is entitled to 70% of GGR up to 50,000 Euros, 75% of GGR from 50,000 Euros to 250,000 Euros, 80% of GGR from 250,000 Euros to 1,000,000 Euros, and 85% of GGR in excess of 1,000,000 Euros. Minimum guaranteed payments to Boylesports during the first year of the agreement of 7,500 Euros during months four through six, 10,000 Euros during months seven through twelve and 15,000 Euros in years two and three. There were no minimum guaranteed payments during the first three months of the contract. During the six months ended June 30, 2014, payments to Boylesports totaled $95,301, of which $51,194 was commission due pursuant to the GGR share agreement and $44,106 was primarily attributable to customer service and processing fees. | |
The Company is dependent upon Boylesports for website hosting and maintenance of back-office operations. While either party may terminate the White Label Services Agreement (“Services Agreement”) upon 60 days’ notice, a termination by Boylesports could materially impact the Company’s financial condition, as the ability to timely identify a comparable service provider at similar terms may not be possible. | |
B. Consulting Agreements | |
On April 10, 2013, the Company entered into a Consulting Agreement with Mirador for an initial six month term that may be renewed for successive six month terms. Mirador will use its best effort to locate and identify private and/or public companies for potential merger with or acquisition by the Company in addition to providing shareholder and public relation services. In exchange for these services, the Company issued Mirador one million shares of Company unregistered common stock valued at $160,000 or $0.16 per share on the date of the agreement. This amount was included in prepaid expenses and was amortized over the six month term of the agreement during 2013. | |
On March 17, 2014, the Company entered into a one-year Consulting and Representation Agreement with Corporate Ads, LLC in exchange for 650,000 shares of Company common stock plus $10,000. The shares were valued at $35,750 based upon the closing price of the stock on March 17, 2014 of $0.055 per share. The total amount of $45,750 was included in prepaid expenses and is being amortized over the one-year term. During the three and six months ended June 30, 2014, $11,438 and $13,345, respectively, was expensed. | |
C. Settlement Agreements | |
On March 13, 2014, the Company entered into a Settlement Agreement and Stipulation with IBC Funds, LLC (“IBC”), an unrelated third party. Pursuant to this agreement, IBC acquired $100,885 of Company liabilities from certain creditors. IBC agreed to accept 290,000 shares as a settlement fee in accordance with Section 3(a)(10) of the Securities Act that were valued at $0.06 per share, the March 13, 2014 closing price. The Company issued 4,020,000 shares during the six months ended June 30, 2014 to IBC in settlement of $27,940 of the acquired liabilities. | |
On May 13, 2014, the Company entered into a second Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $50,000 of Company liabilities from certain creditors. 4,336,200 shares were issued during the six months ended June 30, 2014 to IBC in full settlement of the acquired liabilities. | |
D. Litigation | |
On August 14, 2014, the Company agreed to the entry of an Order Instituting Cease and Desist Proceedings Pursuant to Section 21C of the Securities and Exchange Act of 1934 (“Agreed Order”), with the SEC. The agreement with the SEC was subsequently modified on September 17, 2014 and is pending final approval from the SEC. Pursuant to the Agreed Order, the Company acknowledged that it was delinquent in its filing requirements in that it had failed to file its annual report on Form 10-K for the year ended December 31, 2013, its quarterly reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014 and an 8-K filing. Moreover, the Company has agreed to pay civil penalties in the total amount of $50,000 as a result of these delinquent filings. The Company is diligently working towards completing and filing its delinquent reports. | |
We are not presently a party to any material litigation, nor to the knowledge of management, is any litigation threatened against us that may materially affect us. |
Capital_Stock_Transactions
Capital Stock Transactions | 6 Months Ended | |
Jun. 30, 2014 | ||
Equity [Abstract] | ' | |
Capital Stock Transactions | ' | |
15. Capital Stock Transactions | ||
On July 27, 2013, the Company issued 1,000,000 shares of its unregistered common stock to Mirador valued at $0.16 per share in exchange for their performing certain financial related consulting services for six months during 2013. | ||
On February 7, 2014, the Company’s board of directors approved the following transactions for the issuance of 1,250,000 shares of its common stock that were issued during the three months ended June 30, 2014: | ||
1 | An individual acquired 400,000 shares of restricted common stock at the purchase price of $0.075 per share. | |
2 | The Board accepted the assignment of a third party Advisory Agreement from Summit and issued 100,000 shares of the Company’s restricted common stock as total and complete consideration for the advisor provided services to Summit on behalf of the Company. These shares were valued at $0.09 per share, the closing stock price on February 7, 2014 and expensed at that time. | |
3 | The Board approved the issuance of 750,000 shares of the Company’s restricted common stock to two key Seaniemac consultants at $0.07 per share. The total value of these shares of $52,500 was expensed as compensation in February 2014. | |
On March 17, 2014, the Company issued 650,000 shares of its unregistered common stock to Corporate Ads, LLC valued at $0.055 per share in exchange for performing consulting services for one year. See Note 5. | ||
On March 21, 2014, IBC received 310,000 shares; 290,000 shares represented a settlement fee in accordance with Section 3(a)(10) of the Securities Act and were valued at $0.06 per share, the March 13, 2014 closing price. During the second quarter of 2014, 4,000,000 shares were issued to IBC in settlement of $72,945 of the acquired Company liabilities. | ||
On May 13, 2014, the Company entered into a second Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $50,000 of Company liabilities from certain creditors. 4,336,200 shares were issued to IBC in full settlement of the acquired liabilities. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
16. Fair Value Measurements. | |||||||||||||||||
ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: | |||||||||||||||||
● | Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||||||||||||||
● | Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or | ||||||||||||||||
● | Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable. | ||||||||||||||||
Items recorded or measured at fair value on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items as of June 30, 2014: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Warrant derivative liability | $ | – | $ | – | $ | 359,014 | $ | 359,014 | |||||||||
Debt derivative liabilities | $ | – | $ | – | $ | 386,334 | $ | 386,334 | |||||||||
Total | $ | – | $ | – | $ | 748,348 | $ | 745,348 | |||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the six months ended June 30, 2014. | |||||||||||||||||
Six months ended June 30, 2014: | |||||||||||||||||
Debt Derivative Liabilities | Warrant | ||||||||||||||||
Liability | |||||||||||||||||
Balance, December 31, 2013 | $ | - | $ | - | |||||||||||||
Transfers in (out) from equity | - | 590,038 | |||||||||||||||
Transfers in (out) at mark-market value on date of payoff or conversion | - | - | |||||||||||||||
Transfers in upon initial fair value of derivative liabilities | 660,446 | - | |||||||||||||||
Gain from change in fair value of derivative liabilities and warrant liability | (274,112 | ) | (231,024 | ) | |||||||||||||
Balance, June 30, 2014 | $ | 386,334 | $ | 359,014 | |||||||||||||
Total gain for the six month period included in earnings relating to the liabilities held at June 30, 2014 | $ | 274,112 | $ | 231,024 | |||||||||||||
Level 3 Liabilities were comprised of our bifurcated convertible debt features on our convertible debenture. | |||||||||||||||||
Fluctuations in the Company’s stock price relative to the conversion prices are a primary driver for the changes in the derivative valuations during each reporting period. The Company’s stock price decreased approximately 78% from December 31, 2013 to June 30, 2014. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. | |||||||||||||||||
The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in a higher fair value measurement. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
17. Subsequent Events | |
A. Note Issuances | |
On July 14, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC. (“LG Capital”), for the sale of two 8% convertible notes in the aggregate principal amount of $73,500 (the “Notes”). The financing closed on July 14, 2014 and the Company received from this Offering was $36,750. The Note bear interest at the rate of 8% per annum and must be repaid on July 14, 2015. The notes are convertible into common stock, at LG Capital’s option, at a 50% discount to the average two lowest trading prices of the common stock during the 20 trading day period prior to conversion. | |
On August 15, 2014, the Company issued a one-year convertible note to Summit in the amount of $59,835, for payments made on behalf of the Company. Interest of 10% per annum on any unpaid balance is due at maturity. At any time prior to maturity, the note is convertible into Company common stock. The conversion price will be computed by dividing the principal outstanding plus unpaid accrued interest by the average volume weighted average price of the Company’s common stock over the seven days prior to conversion and then multiplying the result by 80%. | |
On November 1, 2014, the Company issued a demand note to GE Park in the amount of $12,000. Interest of 4% per annum on any unpaid balance is payable on demand. | |
On November 6, 2014, the Company issued a demand note to Summit in the amount of $10,000. Interest of 4% per annum on any unpaid principal is payable on demand. | |
B. Capital Transactions | |
An additional 2,383,900 shares were issued to IBC in settlement of the balance of the acquired liabilities of $27,460 of acquired Company liabilities in accordance with the Settlement Agreement and Stipulation with IBC on March 13, 2014. | |
On July 17, 2014, the Company entered into a third Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $100,000 of Company liabilities from certain creditors. To date, 19,621,000 shares were issued to IBC in full settlement of the total acquired liabilities. | |
C. Default on Iliad Note | |
On October 1, 2014, Iliad presented the Company with an Event of Default Redemption Notice and is electing to redeem the full outstanding balance of the Note. Note 12 outlines the applicable penalties and additional interest due to the default. On October 29, 2014, the Company and Iliad entered into a forbearance agreement, pursuant to which Iliad agreed, subject to the terms of the forbearance agreement, to refrain and forbear, until December 10, 2014, from exercising and enforcing remedies against the Company with respect to the Note defaults, including the enforcement of the interest rate increase to 22% per annum. |
Significant_Accounting_Policie1
Significant Accounting Policies Applicable to Interim Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
A. Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries which are inactive and its 70% owned subsidiary, Seaniemac. All inter-company balances and transactions have been eliminated in consolidation. | |
Subsequent Events | ' |
B. Subsequent Events | |
Management has evaluated subsequent events through the date of this filing. | |
Foreign Currency | ' |
C. Foreign Currency | |
The assets and liabilities of Seaniemac, whose functional currency is the Euro, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Company’s financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date. | |
Equipment Depreciation and Amortization | ' |
D. Equipment Depreciation and Amortization | |
Equipment is stated at cost less accumulated depreciation. These assets are depreciated on a straight lines basis over their estimated useful lives, generally five years. | |
Revenue Recognition | ' |
E. Revenue Recognition | |
Gross gaming revenue is the gross gaming yield which is the difference between gaming wins and losses and includes promotional betting (“Free Bets”). Free Bets are included in promotional allowances and are deducted from gross gaming revenue. All other costs are included in selling, general and administrative expenses. | |
Advertising | ' |
F. Advertising | |
All advertising costs are expensed as incurred. Advertising costs incurred for the production of a commercial are considered prepaid expenses until the commercial airs, at which time such costs are expensed. | |
Stock Based Compensation Arrangements | ' |
G. Stock Based Compensation Arrangements | |
The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 10”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. | |
From time to time, our shares of common stock and warrants have been issued as payment to employees and non-employees for services. These are non-cash transactions that require management to make judgments related to the fair value of the shares issued, which affects the amounts reported in our condensed consolidated financial statements for certain of its assets and expenses. | |
Derivative Instrument Liability | ' |
H. Derivative Instrument Liability | |
The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2014 and December 31, 2013, the Company did not have any derivative instruments that were designated as hedges. | |
Cash and Cash Equivalents | ' |
I. Cash and Cash Equivalents | |
Cash primarily consists of cash on hand and bank deposits. The Company currently has no cash equivalents which would consist of money market accounts and other highly liquid investments with an original maturity of three months or less when purchased. | |
Use of Estimates in Preparation of Financial Statements | ' |
J. Use of Estimates in Preparation of Financial Statements | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts and notes receivable, useful life of fixed assets, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate | |
Earnings (Loss) Per Common Share | ' |
K. Earnings (loss) per common share | |
The Company utilizes the guidance per FASB Codification “ASC 260 “Earnings per Share”. Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the conversion of convertible notes and the exercise of stock options and warrants (calculated using the modified-treasury stock method). | |
Convertible Instruments | ' |
L. Convertible Instruments | |
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.” | |
Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument.” | |
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | |
Deferred Financing Costs | ' |
M. Deferred Financing Costs | |
Costs incurred with obtaining and executing debt arrangements are capitalized and amortized over the term of the related debt using the effective interest method. | |
Reclassifications | ' |
N. Reclassifications | |
Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results. | |
Recently Issued Accounting Pronouncements | ' |
O. Recently Issued Accounting Pronouncements | |
The FASB has issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. | |
The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. | |
In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements. | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on the results of operations, financial condition or cash flow. |
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Prepaid Expenses and Other Current Assets | ' | ||||||||
Prepaid expenses and other current assets consist of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Cost of website development and hosting | $ | 55,425 | $ | 70,835 | |||||
Prepaid consulting services | 116,567 | 17,178 | |||||||
Miscellaneous receivables | 35,929 | 26,976 | |||||||
Total | $ | 207,921 | $ | 114,989 |
Equipment_Net_Tables
Equipment, Net (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Schedule of Equipment Net | ' | ||||||||||
Equipment consists of the following: | |||||||||||
Estimated | (Unaudited) | 31-Dec-13 | |||||||||
Useful Life | 30-Jun-14 | ||||||||||
Computer equipment | 5 years | $ | 2,589 | $ | 2,589 | ||||||
Accumulated depreciation | (589 | ) | (190 | ) | |||||||
Equipment, net | $ | 2,000 | $ | 2,399 |
Deferred_Loan_Costs_Net_Tables
Deferred Loan Costs, Net (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Deferred Loan Costs | ' | ||||||||
Deferred loan costs, net consists of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Deferred loan costs | $ | 31,800 | $ | 21,000 | |||||
Accumulated amortization | (9,033 | ) | (913 | ) | |||||
Deferred loan costs, net | $ | 22,767 | $ | 20,087 |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accounts Payable and Accrued Liabilities, Current [Abstract] | ' | ||||||||
Schedule of Accounts Payable and Accrued Expenses | ' | ||||||||
Accounts payable and accrued expenses consist of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Accounts payable | $ | 1,748,193 | $ | 1,376,881 | |||||
Accrued expenses and other current liabilities | 99,453 | 99,455 | |||||||
Total | $ | 1,847,646 | $ | 1,476,336 |
Notes_Payable_and_Accrued_Inte1
Notes Payable and Accrued Interest (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Short-term Debt [Abstract] | ' | ||||||||
Schedule of Notes Payable and Accrued Intrerst | ' | ||||||||
Notes payable and accrued interest consist of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Notes payable and accrued interest -Summit Trading Ltd. | $ | 8,530 | $ | - | |||||
Notes payable - John Koehler | 30,000 | 30,000 | |||||||
Total | $ | 38,530 | $ | 30,000 |
Loans_Payable_and_Accrued_Inte1
Loans Payable and Accrued Interest - Related Parties (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Loans Payable and Accrued Interest to Related Parties | ' | ||||||||
Loans payable and accrued interest to related parties consist of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Loan payable and accrued interest - GE Park, LLC (A) | $ | 231,128 | $ | 95,845 | |||||
Loans payable - Brookstein (B) | 14,202 | 14,202 | |||||||
Loans payable and accrued interest - RDRD II Holding, LLC(C) | 900,888 | 847,967 | |||||||
Total | $ | 1,146,218 | $ | 958,014 | |||||
The Company has specified the following person and entities as related parties with ending balances as of June 30, 2014 and December 31, 2013: | |||||||||
RDRD, a shareholder of the company, Barry Brookstein, our Chief Executive Officer and Chief Financial Officer and GE Park, LLC an affiliate of the non-controlling interest holder in Seaniemac minority shareholder. | |||||||||
A. Loan Payable – GE Park, LLC | |||||||||
GE Park, LLC loaned the Company $227,600 to be used for working capital purposes. The loans bear interest at 4% per annum and are due on demand. Interest expense for the three and six months ended June 30, 2014 totaled $1,734 and $2,683, respectively. Accrued interest at June 30, 2014 and December 31, 2013 totaled $3,528 and $845, respectively. | |||||||||
B. Loans Payable – Brookstein | |||||||||
At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. At June 30, 2014 and December 31, 2013, loans payable to Brookstein totaled $14,202. | |||||||||
C. Loans Payable – RDRD II Holding, LLC | |||||||||
RDRD II Holding, LLC, a Delaware limited liability company and substantial shareholder of the Company (“RDRD”) loaned monies to the Company and its subsidiary Seaniemac for working capital purposes. The loans to the Company aggregating $292,650 do not bear interest and are due on demand. The loans to Seaniemac aggregating $580,801 bear interest at 4% per annum. At June 30, 2014 and December 31, 2013, loans payable were $873,451 and $832,141, respectively, and accrued interest totaled $27,437 and $15,826, respectively. |
Convertible_Promissory_Notes_a1
Convertible Promissory Notes and Accrued Interest, Net (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Components of Convertible Promissory Notes and Accrued Interest | ' | ||||||||
Convertible promissory notes consists of the following: | |||||||||
(Unaudited) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Iliad Note (1): | |||||||||
Secured convertible promissory note - Iliad | $ | 227,500 | $ | 227,500 | |||||
Accrued interest payable - Iliad | 13,025 | 1,469 | |||||||
Total | 240,525 | 228,969 | |||||||
Less: | |||||||||
OID of $20,000, net of amortization of $5,217 and $870 as of June 30, 2014 and December 31, 2013, respectively | (13,911 | ) | (19,130 | ) | |||||
Loan discount of $202,500, net of amortization of $9,549 and $1,027 as of June 30, 2014 and December 31, 2013, respectively | (191,924 | ) | (22,598 | ) | |||||
Secured convertible promissory note - Iliad | $ | 34,690 | $ | 187,241 | |||||
Redwood Note (2): | |||||||||
Secured convertible promissory note - Redwood | $ | 75,000 | $ | - | |||||
Accrued interest payable - Redwood | 2,322 | - | |||||||
Total | 77,322 | - | |||||||
Loan discount of $75,000, net of amortization of $48,505 and $0 as of June 30, 2014 and December 31, 2013, respectively | (26,495 | ) | - | ||||||
Secured convertible promissory note - Redwood | $ | 50,827 | $ | - | |||||
LG Capital Funding, LLC (3): | |||||||||
10% convertible redeemable note - LG Capital | $ | 40,000 | $ | - | |||||
Accrued interest payable - LG Capital | 986 | - | |||||||
Total | 40,986 | - | |||||||
Loan discount of $40,000, net of amortization of $9,863 and $0 as of June 30, 2014 and December 31, 2013, respectively | (30,137 | ) | - | ||||||
10% convertible redeemable note - LG Capital | $ | 10,849 | $ | - | |||||
WHC Capital, LLC (4): | |||||||||
10% convertible redeemable note - WHC Capital | $ | 32,000 | $ | - | |||||
Accrued interest payable - WHC Capital | 915 | - | |||||||
Total | 32,915 | - | |||||||
Loan discount of $32,000, net of amortization of $7,627 and $0 as of June 30, 2014 and December 31, 2013, respectively | (24,373 | ) | - | ||||||
10% convertible redeemable note - WHC Capital | $ | 8,542 | $ | - | |||||
Convertible promissory notes and accrued interest, net | $ | 104,908 | $ | 187,241 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Assets and Liabilities Measured on Recurring | ' | ||||||||||||||||
Items recorded or measured at fair value on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items as of June 30, 2014: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Warrant derivative liability | $ | – | $ | – | $ | 359,014 | $ | 359,014 | |||||||||
Debt derivative liabilities | $ | – | $ | – | $ | 386,334 | $ | 386,334 | |||||||||
Total | $ | – | $ | – | $ | 748,348 | $ | 745,348 | |||||||||
Schedule of Financial Liabilities | ' | ||||||||||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the six months ended June 30, 2014. | |||||||||||||||||
Six months ended June 30, 2014: | |||||||||||||||||
Debt Derivative Liabilities | Warrant | ||||||||||||||||
Liability | |||||||||||||||||
Balance, December 31, 2013 | $ | - | $ | - | |||||||||||||
Transfers in (out) from equity | - | 590,038 | |||||||||||||||
Transfers in (out) at mark-market value on date of payoff or conversion | - | - | |||||||||||||||
Transfers in upon initial fair value of derivative liabilities | 660,446 | - | |||||||||||||||
Gain from change in fair value of derivative liabilities and warrant liability | (274,112 | ) | (231,024 | ) | |||||||||||||
Balance, June 30, 2014 | $ | 386,334 | $ | 359,014 | |||||||||||||
Total gain for the six month period included in earnings relating to the liabilities held at June 30, 2014 | $ | 274,112 | $ | 231,024 |
Basis_of_Presentation_Details_
Basis of Presentation (Details Narrative) (Seaniemac Limited [Member]) | Aug. 16, 2013 |
Seaniemac Limited [Member] | ' |
Acquisition of equity ownership interest | 70.00% |
Acquisition_Details_Narrative
Acquisition (Details Narrative) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 16, 2013 | Dec. 11, 2011 | Oct. 30, 2012 | Jun. 07, 2012 |
Seaniemac Limited [Member] | Seaniemac Limited [Member] | RDRD II Holding LLC [Member] | RDRD II Holding LLC [Member] | |||
Acquisition of equity ownership interest | ' | ' | 70.00% | ' | ' | 70.00% |
Common stock acquisition percentage | 70.00% | ' | ' | ' | ' | 71.00% |
Common stock issued for debt | ' | ' | ' | ' | $500,000 | ' |
Common stock issued for debt, shares | ' | ' | ' | ' | 10,000,000 | ' |
Shares authorized by Seanimac's charter | 2,000,000,000 | 2,000,000,000 | ' | 100,000 | ' | ' |
Shares issued by Seanimac | 52,716,545 | 42,170,345 | ' | 100 | ' | ' |
Common stock acquired | ' | ' | ' | 70 | ' | ' |
Liquidity_and_Going_Concern_De
Liquidity and Going Concern (Details Narrative) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Liquidity And Going Concern | ' | ' |
Working capital | $3,741,230 | ' |
Stockholders' deficiencies | $3,716,463 | $2,567,374 |
Significant_Accounting_Policie2
Significant Accounting Policies Applicable to Interim Financial Statements (Details Narrative) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Percentage of equity interest in subsidiary | 70.00% |
Equipment estimated useful lives | '5 years |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||||
Jul. 27, 2013 | Apr. 10, 2013 | 31-May-13 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 17, 2014 | Mar. 17, 2014 | |
Corporate Ads, LLC [Member] | |||||||||
Amortization of website development and hosting | ' | ' | ' | $7,428 | $3,537 | $14,855 | $3,527 | ' | ' |
Common stock issued for consulting service, shares | 1,000,000 | 160,000 | ' | ' | ' | ' | ' | ' | 650,000 |
Common stock issued for consulting service | ' | ' | ' | ' | ' | ' | ' | ' | 35,750 |
Agreement amount | ' | ' | ' | ' | ' | 1,906 | ' | ' | 10,000 |
Common stock issued for consulting service per shares | $0.16 | $0.16 | ' | ' | ' | ' | ' | ' | $0.06 |
Prepaid expenses | ' | ' | ' | ' | ' | ' | ' | 45,750 | ' |
Prepaid expenses and amortized over term | ' | ' | '3 years | ' | ' | ' | ' | ' | '1 year |
Amortization | ' | ' | ' | $11,439 | ' | $13,345 | ' | ' | ' |
Prepaid_Expenses_and_Other_Cur3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Cost of website development and hosting | $55,425 | $70,835 |
Prepaid consulting services | 116,567 | 17,178 |
Miscellaneous receivables | 35,929 | 26,976 |
Total | $207,921 | $114,989 |
Equipment_net_Details_narrativ
Equipment, net (Details narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Depreciation expense for equipment | $207 | $0 | $399 | ' |
Equipment_Net_Schedule_of_Equi
Equipment, Net - Schedule of Equipment Net (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Computer equipment | $2,589 | $2,589 |
Accumulated depreciation | -589 | -190 |
Equipment, net | $2,000 | $2,399 |
Computer equipment, estimated useful life | '5 years | ' |
Computer Equipment [Member] | ' | ' |
Computer equipment, estimated useful life | '5 years | ' |
Deferred_Loan_Costs_Net_Detail
Deferred Loan Costs, Net (Details Narrative) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 02, 2013 | Apr. 02, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 04, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Iliad Research and Trading, L.P [Member] | Iliad Research and Trading, L.P [Member] | Iliad Research and Trading, L.P [Member] | LG Capital [Member] | LG Capital [Member] | LG Capital [Member] | WHC Capital [Member] | WHC Capital [Member] | WHC Capital [Member] | |||
Deferred loan costs | ' | ' | ' | ' | $21,000 | $5,800 | ' | ' | $5,000 | ' | ' |
Deferred loan costs amortization over term | ' | ' | ' | '23 months | ' | ' | ' | '1 year | ' | ' | '1 year |
Amortization of deferred loan costs | $8,120 | $167 | $2,739 | $5,478 | ' | ' | $1,450 | $1,450 | ' | $1,192 | $1,192 |
Percentage on issuance on convertible note | ' | ' | ' | ' | ' | 10.00% | ' | ' | 12.00% | ' | ' |
Deferred_Loan_Costs_Net_Schedu
Deferred Loan Costs, Net - Schedule of Deferred Loan Costs (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Deferred loan costs | $31,800 | $21,000 |
Accumulated amortization | -9,033 | -913 |
Deferred loan costs, net | $22,767 | $20,087 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Accounts payable | $1,748,193 | ' | $1,748,193 | ' | $1,376,881 |
GE Park, LLC [Member] | ' | ' | ' | ' | ' |
Consulting fees payable | 0 | ' | 0 | ' | 75,000 |
Seaniemac's Non-controlling Shareholders [Member] | ' | ' | ' | ' | ' |
Consulting fees payable | 282,386 | ' | 282,386 | ' | 241,510 |
Consulting fees incurred | 57,074 | 54,204 | 113,970 | 108,280 | ' |
GE Park, LLC [Member] | ' | ' | ' | ' | ' |
Consulting fees incurred | 50,000 | 0 | ' | ' | ' |
Barry M. Brookstein [Member] | ' | ' | ' | ' | ' |
Accounts payable | $28,063 | ' | $28,063 | ' | $28,063 |
Accounts_Payable_and_Accrued_E3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Accounts payable | $1,748,193 | $1,376,881 |
Accrued expenses and other current liabilities | 99,453 | 99,455 |
Total | $1,847,646 | $1,476,336 |
Accrued_Officers_Compensation_
Accrued Officer's Compensation (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | |
Barry M. Brookstein [Member] | Barry M. Brookstein [Member] | |||
Accrued compensation | $75,000 | $60,000 | $7,500 | $15,000 |
Notes_Payable_and_Accrued_Inte2
Notes Payable and Accrued Interest (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Oct. 01, 2003 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | 29-May-14 | |
John Koehler [Member] | John Koehler [Member] | John Koehler [Member] | Summit Trading Ltd [Member] | Summit Trading Ltd [Member] | Summit Trading Ltd [Member] | |||||
Promissory note payable issued | ' | ' | ' | ' | $150,000 | ' | ' | ' | ' | $8,500 |
Principal amount of debt outstanding | ' | ' | ' | ' | 37,000 | 30,000 | 30,000 | ' | ' | ' |
Balance debt owed being paid in monthly installments | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' |
Interest rate on unpaid principal payable on demand | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% |
Interest expense | $393,347 | $2,529 | $464,508 | $3,770 | ' | ' | ' | $30 | $30 | ' |
ShortTerm_and_Demand_Notes_Pay
Short-Term and Demand Notes Payable - Schedule of Notes Payable and Accrued Interest (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Notes payable and accrued interest | $38,530 | $30,000 |
Summit Trading Ltd [Member] | ' | ' |
Notes payable and accrued interest | 8,530 | ' |
John Koehler [Member] | ' | ' |
Notes Payable | $30,000 | $30,000 |
Loans_Payable_and_Accrued_Inte2
Loans Payable and Accrued Interest - Related Parties (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 22, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Loan Payable GE Park, LLC [Member] | Loan Payable GE Park, LLC [Member] | Loan Payable GE Park, LLC [Member] | Loans Payable Barry M Brookstein [Member] | Loans Payable Barry M Brookstein [Member] | Loans Payable RDRD II Holding LLC [Member] | Loans Payable RDRD II Holding LLC [Member] | Loans Payable RDRD II Holding LLC [Member] | Loans Seaniemac [Member] | |||||
Loans for working capital purpose | ' | ' | ' | ' | ' | ' | $227,600 | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | 4.00% |
Interest expense | 393,347 | 2,529 | 464,508 | 3,770 | 1,734 | 2,683 | ' | ' | ' | ' | ' | ' | ' |
Interest payable | ' | ' | ' | ' | 3,528 | 845 | ' | ' | ' | 27,437 | 27,437 | 15,826 | ' |
Loans payable | ' | ' | ' | ' | ' | ' | ' | 14,202 | 14,202 | 873,451 | 873,451 | 832,141 | ' |
Long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 292,650 | 292,650 | ' | 580,801 |
Imputed interest on loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,610 | 10,874 | ' | ' |
Interest assumed rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | ' | ' |
Interest expense to related parties | $13,078 | ' | $25,167 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loans_Payable_and_Accrued_Inte3
Loans Payable and Accrued Interest - Related Parties - Schedule of Loans Payable and Accrued Interest Related Parties (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
Loans payable and accrued interest to related parties | $1,146,218 | $958,014 | ||
Loan Payable GE Park, LLC [Member] | ' | ' | ||
Loans payable and accrued interest to related parties | 231,128 | [1] | 95,845 | [1] |
Loans Payable Barry M Brookstein [Member] | ' | ' | ||
Loans payable and accrued interest to related parties | 14,202 | [2] | 14,202 | [2] |
Loans Payable RDRD II Holding LLC [Member] | ' | ' | ||
Loans payable and accrued interest to related parties | $900,888 | [3] | $847,967 | [3] |
[1] | GE Park, LLC loaned the Company $227,600 to be used for working capital purposes. The loans bear interest at 4% per annum and are due on demand. Interest expense for the three and six months ended June 30, 2014 totaled $1,734 and $2,683, respectively. Accrued interest at June 30, 2014 and December 31, 2013 totaled $3,528 and $845, respectively. | |||
[2] | At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. At June 30, 2014 and December 31, 2013, loans payable to Brookstein totaled $14,202. | |||
[3] | RDRD II Holding, LLC, a Delaware limited liability company and substantial shareholder of the Company (RDRD) loaned monies to the Company and its subsidiary Seaniemac for working capital purposes. The loans to the Company aggregating $292,650 do not bear interest and are due on demand. The loans to Seaniemac aggregating $580,801 bear interest at 4% per annum. At June 30, 2014 and December 31, 2013, loans payable were $873,451 and $832,141, respectively, and accrued interest totaled $27,437 and $15,826, respectively. |
Convertible_Promissory_Notes_a2
Convertible Promissory Notes and Accrued Interest, Net (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 03, 2014 | Dec. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 02, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Mar. 03, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 04, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Iliad [Member] | Iliad [Member] | Iliad [Member] | Iliad [Member] | Iliad [Member] | Iliad [Member] | Redwood [Member] | Redwood [Member] | Redwood [Member] | Redwood [Member] | Redwood [Member] | LG Capital Funding, LLC [Member] | LG Capital Funding, LLC [Member] | LG Capital Funding, LLC [Member] | LG Capital Funding, LLC [Member] | WHC Capital, LLC [Member] | WHC Capital, LLC [Member] | WHC Capital, LLC [Member] | WHC Capital, LLC [Member] | |
Secured Convertible Promissory Note Payment No Later Than Maturity Date [Member] | 10% Convertible Debenture [Member] | 10% Convertible Debenture [Member] | 10% Convertible Debenture [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | ||||||||
Convertible Notes Payable, original principal amount | ' | $667,500 | ' | ' | ' | $100,000 | ' | ' | $75,000 | ' | ' | $40,000 | ' | ' | ' | $32,000 | ' | ' | ' |
Convertible Notes Payable, interest rate | ' | 8.00% | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | 10.00% | 10.00% | ' | 12.00% | 10.00% | 10.00% | ' |
Convertible Notes Payable, maturity term | ' | '23 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash expected | ' | 607,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original issue discount | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial cash purchase price | ' | 202,500 | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net pro-rata portion of original issue discount | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transactional expenses | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly principal payments | ' | 37,083 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Terms of warrant | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercise price | ' | ' | ' | ' | $0.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase common stock | ' | 2,019,231 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options value | ' | ' | 23,625 | 23,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility | ' | ' | ' | 26.02% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Strike price | ' | ' | 0.12 | 0.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price per share | ' | ' | $0.12 | $0.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares reserved for authorized | ' | ' | ' | ' | 16,670,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of penalty on amount prepaid | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note accrues interest at default rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
1.83% per month (or 22% per annum), | |||||||||||||||||||
Convertible notes payable | ' | ' | 227,500 | 227,500 | 227,500 | ' | 75,000 | ' | ' | ' | ' | ' | 40,000 | 40,000 | ' | ' | 32,000 | 32,000 | ' |
Fair value of embedded derivatives | 443,169 | ' | ' | ' | ' | ' | ' | ' | 109,741 | ' | ' | 51,263 | ' | ' | ' | 56,273 | ' | ' | ' |
Non-cash interest expense | 240,669 | ' | ' | ' | ' | ' | ' | ' | 34,741 | ' | ' | 11,263 | ' | ' | ' | 24,273 | ' | ' | ' |
Amortization of debt discounts and costs | ' | ' | 6,466 | 9,549 | ' | ' | ' | ' | ' | 37,092 | 48,505 | ' | 9,863 | 9,863 | ' | ' | 7,627 | 7,627 | ' |
Percentage of sale of debt instuments | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' | ' | 12.00% | ' | ' | ' |
Proceeds from offering | ' | ' | ' | ' | ' | ' | ' | ' | $75,000 | ' | ' | $40,000 | ' | ' | ' | $32,000 | ' | ' | ' |
Percentage of debt conversion discount | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | 58.00% | ' | ' | ' | 58.00% | ' | ' | ' |
Fair value dividend yield | 0.00% | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | 0.00% | ' | ' | ' | 0.00% | ' | ' | ' |
Fair value expected volatility | 224.54% | ' | ' | ' | ' | ' | ' | ' | 184.71% | ' | ' | 205.52% | ' | ' | ' | 205.08% | ' | ' | ' |
Fair value weighted average risk-free interest rate | 0.41% | ' | ' | ' | ' | ' | ' | ' | 0.08% | ' | ' | 0.13% | ' | ' | ' | 0.11% | ' | ' | ' |
Fair value expected life | '1 year 5 months 1 day | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | '1 year | ' | ' | ' | '1 year | ' | ' | ' |
Fair value of common stock price per share | $0.04 | ' | ' | ' | ' | ' | ' | ' | $0.07 | ' | ' | $0.05 | ' | ' | ' | $0.06 | ' | ' | ' |
Convertible_Promissory_Note_an
Convertible Promissory Note and Accrued Interest, Net - Components of Convertible Promissory Notes and Accrued Interest, Net (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Convertible promissory notes and accrued interest, net | $104,908 | $187,241 |
Iliad [Member] | ' | ' |
Convertible notes payable | 227,500 | 227,500 |
Accrued interest payable | 13,025 | 1,469 |
Total | 240,525 | 228,969 |
Less: OID of $20,000, net of amortization of $5,217 and $870 as of June 30, 2014 and December 31, 2013, respectively | -13,911 | -19,130 |
Less: Loan discount | -191,924 | -22,598 |
Convertible promissory notes and accrued interest, net | 34,690 | 187,241 |
Redwood [Member] | ' | ' |
Convertible notes payable | 75,000 | ' |
Accrued interest payable | 2,322 | ' |
Total | 77,322 | ' |
Less: Loan discount | -26,495 | ' |
Convertible promissory notes and accrued interest, net | 50,827 | ' |
LG Capital Funding, LLC [Member] | 10% Convertible Redeemable Note [Member] | ' | ' |
Convertible notes payable | 40,000 | ' |
Accrued interest payable | 986 | ' |
Total | 40,986 | ' |
Less: Loan discount | -30,137 | ' |
Convertible promissory notes and accrued interest, net | 10,849 | ' |
WHC Capital, LLC [Member] | 10% Convertible Redeemable Note [Member] | ' | ' |
Convertible notes payable | 32,000 | ' |
Accrued interest payable | 915 | ' |
Total | 32,915 | ' |
Less: Loan discount | -24,373 | ' |
Convertible promissory notes and accrued interest, net | $8,542 | ' |
Convertible_Promissory_Note_an1
Convertible Promissory Note and Accrued Interest, Net - Components of Convertible Promissory Notes and Accrued Interest, Net (Details) (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 02, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 04, 2014 | |
Iliad [Member] | Iliad [Member] | Iliad [Member] | Redwood [Member] | Redwood [Member] | LG Capital Funding, LLC [Member] | LG Capital Funding, LLC [Member] | LG Capital Funding, LLC [Member] | WHC Capital, LLC [Member] | WHC Capital, LLC [Member] | WHC Capital, LLC [Member] | |||
10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | 10% Convertible Redeemable Note [Member] | ||||||||
Original issue discount | ' | ' | $20,000 | $20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization, net | 11,439 | 13,345 | 5,217 | 870 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan discount | ' | ' | 202,500 | 202,500 | ' | 75,000 | ' | 40,000 | ' | ' | 32,000 | ' | ' |
Loan discount, amortization | ' | ' | $9,549 | $1,027 | ' | $48,505 | $0 | $9,863 | $0 | ' | $7,627 | $0 | ' |
Convertible Notes Payable, interest rate | ' | ' | ' | ' | 8.00% | ' | ' | 10.00% | ' | 10.00% | 10.00% | ' | 12.00% |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Gain on change in fair value of derivative liabilities | $550,862 | ' | $505,136 | ' |
Fair value of warrants | ' | ' | -231,024 | ' |
Debt Derivatives [Member] | ' | ' | ' | ' |
Fair value of embedded derivatives | 386,334 | ' | 386,334 | ' |
Gain on change in fair value of derivative liabilities | 319,838 | ' | 274,112 | ' |
Debt Derivatives [Member] | Binomial Option Pricing Model [Member] | ' | ' | ' | ' |
Fair value dividend yield | ' | ' | 0.00% | ' |
Fair value expected volatility | ' | ' | 235.48% | ' |
Fair value of common stock price per share | $0.02 | ' | $0.02 | ' |
Debt Derivatives [Member] | Binomial Option Pricing Model [Member] | Minimum [Member] | ' | ' | ' | ' |
Fair value weighted average risk-free interest rate | ' | ' | 0.04% | ' |
Fair value expected life | ' | ' | '2 months 5 days | ' |
Debt Derivatives [Member] | Binomial Option Pricing Model [Member] | Maximum [Member] | ' | ' | ' | ' |
Fair value weighted average risk-free interest rate | ' | ' | 0.11% | ' |
Fair value expected life | ' | ' | '1 year 4 months 2 days | ' |
Warrant Issued In Connection With Issuance of Convertible Promissory Notes [Member] | ' | ' | ' | ' |
Fair value of embedded derivatives | 590,038 | ' | 590,038 | ' |
Warrant Issued In Connection With Issuance of Convertible Promissory Notes [Member] | Binomial Lattice Formula [Member] | ' | ' | ' | ' |
Fair value expected volatility | ' | ' | 224.54% | ' |
Fair value weighted average risk-free interest rate | ' | ' | 1.65% | ' |
Fair value expected life | ' | ' | '4 years 6 months | ' |
Fair value of warrants | ' | ' | 590,038 | ' |
Warrant Liability [Member] | ' | ' | ' | ' |
Fair value of embedded derivatives | 359,014 | ' | 359,014 | ' |
Gain on change in fair value of derivative liabilities | $231,024 | ' | $231,024 | ' |
Warrant Liability [Member] | Binomial Option Pricing Model [Member] | ' | ' | ' | ' |
Fair value dividend yield | ' | ' | 0.00% | ' |
Fair value expected volatility | ' | ' | 235.48% | ' |
Fair value weighted average risk-free interest rate | ' | ' | 0.88% | ' |
Fair value expected life | ' | ' | '4 years 5 months 5 days | ' |
Fair value of common stock price per share | $0.02 | ' | $0.02 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||
Jul. 27, 2013 | Apr. 10, 2013 | 31-May-13 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 17, 2014 | Apr. 10, 2013 | Mar. 17, 2014 | Jun. 30, 2014 | Mar. 21, 2014 | 13-May-14 | Mar. 13, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jan. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 30, 2013 | Jan. 30, 2013 | Jan. 30, 2013 | Jan. 30, 2013 | Jan. 30, 2013 | Jan. 30, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Mirador [Member] | Corporate Ads, LLC [Member] | Boylesports [Member] | IBC Funds, LLC [Member] | IBC Funds, LLC [Member] | IBC Funds, LLC [Member] | IBC Funds, LLC [Member] | IBC Funds, LLC [Member] | EUR | EUR | EUR | EUR | EUR | EUR | EUR | EUR | EUR | EUR | EUR | ||
USD ($) | USD ($) | USD ($) | Second Settlement Agreement [Member] | Settlement Agreement and Stipulation [Member] | Settlement Agreement and Stipulation [Member] | Second Settlement Agreement [Member] | USD ($) | Four To Six Month [Member] | Seven To Twelve Months [Member] | Two To Three Years [Member] | First Three Months of Contract [Member] | 70% of GGR [Member] | 75% of GGR [Member] | 75% of GGR [Member] | 80% Of GGR [Member] | 80% Of GGR [Member] | 85% Of GGR [Member] | ||||||||||
USD ($) | USD ($) | USD ($) | EUR (€) | EUR (€) | EUR (€) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | USD ($) | |||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||||||||||
Website set up cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $65,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross gaming revenue | ' | ' | ' | 91,433 | 18,880 | 188,346 | 18,880 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 50,000 | 250,000 | 250,000 | 1,000,000 | 1,000,000 |
Percentage of gross gaming revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | 75.00% | 75.00% | 80.00% | 80.00% | 85.00% |
Minimum guaranteed payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | 10,000 | 15,000 | 0 | ' | ' | ' | ' | ' | ' |
Payments of litigation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95,301 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commission due | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,194 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer service and processing fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,106 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for consulting service, shares | 1,000,000 | 160,000 | ' | ' | ' | ' | ' | ' | 1,000,000 | 650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for consulting service | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement amount | ' | ' | ' | ' | ' | 1,906 | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for consulting service per shares | $0.16 | $0.16 | ' | ' | ' | ' | ' | ' | ' | $0.06 | ' | $0.06 | ' | $0.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses | ' | ' | ' | ' | ' | ' | ' | 45,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses and amortized over term | ' | ' | '3 years | ' | ' | ' | ' | ' | '6 months | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization | ' | ' | ' | 11,439 | ' | 13,345 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired of business from creditors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued for settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 290,000 | 4,020,000 | 4,336,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total amount paid for civil penalties | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement agreement acquisition amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 | ' | $27,940 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital_Stock_Transactions_Det
Capital Stock Transactions (Details Narrative) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||
Jul. 27, 2013 | Apr. 10, 2013 | Mar. 21, 2014 | Mar. 21, 2014 | 13-May-14 | Jun. 30, 2014 | Mar. 17, 2014 | Feb. 07, 2014 | Feb. 07, 2014 | Feb. 07, 2014 | Feb. 07, 2014 | |
IBC Funds, LLC [Member] | IBC Funds, LLC [Member] | IBC Funds, LLC [Member] | IBC Funds, LLC [Member] | Corporate Ads, LLC [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Board of Directors Chairman [Member] | |||
Second Settlement Agreement [Member] | Second Settlement Agreement [Member] | Seaniemac Consultants [Member] | Advisory Agreement [Member] | ||||||||
Issuance of common stock shares for services | 1,000,000 | 160,000 | ' | ' | ' | ' | 650,000 | ' | 750,000 | 100,000 | 1,250,000 |
Issuance of common stock, per shares | $0.16 | $0.16 | ' | $0.06 | ' | ' | $0.06 | $0.08 | $0.07 | $0.09 | ' |
Issuance of shares for common stock | ' | ' | 4,000,000 | ' | ' | 4,336,200 | ' | 400,000 | ' | ' | ' |
Shares value expensed as compensation | ' | ' | ' | ' | ' | ' | ' | ' | $52,500 | ' | ' |
Consulting services term | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' |
Acquisition of shares | ' | ' | 310,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement on shares issued | ' | ' | ' | 290,000 | ' | ' | ' | ' | ' | ' | ' |
Settlement agreement acquisition amount | ' | ' | $72,945 | ' | $50,000 | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details Narrative) | 6 Months Ended |
Jun. 30, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Percentage of stock price decreased | 78.00% |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Assets and Liabilities Measured on Recurring (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Warrant derivative liability | $359,014 | ' |
Debt derivative liabilities | 386,334 | ' |
Total | 745,348 | ' |
Level1 [Member] | ' | ' |
Warrant derivative liability | ' | ' |
Total | ' | ' |
Level 2 [Member] | ' | ' |
Warrant derivative liability | ' | ' |
Total | ' | ' |
Level 3 [Member] | ' | ' |
Warrant derivative liability | 359,014 | ' |
Debt derivative liabilities | 386,334 | ' |
Total | $748,348 | ' |
Fair_Value_Measurements_Schedu1
Fair Value Measurements - Schedule of Financial Liabilities (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Gain from change in fair value of derivative liabilities and warrant liability | $550,862 | ' | $505,136 | ' |
Balance, June 30, 2014 | 745,348 | ' | 745,348 | ' |
Level 3 [Member] | ' | ' | ' | ' |
Balance, June 30, 2014 | 748,348 | ' | 748,348 | ' |
Level 3 [Member] | Debt Derivative Liabilities [Member] | ' | ' | ' | ' |
Balance, December 31, 2013 | ' | ' | ' | ' |
Transfers in (out) from equity | ' | ' | ' | ' |
Transfers in (out) at mark-market value on date of payoff or conversion | ' | ' | ' | ' |
Transfers in upon initial fair value of derivative liabilities | ' | ' | 660,446 | ' |
Gain from change in fair value of derivative liabilities and warrant liability | ' | ' | -274,112 | ' |
Balance, June 30, 2014 | 386,334 | ' | 386,334 | ' |
Total gain for the six month period included in earnings relating to the liabilities held at June 30, 2014 | ' | ' | 274,112 | ' |
Level 3 [Member] | Warrant Liability [Member] | ' | ' | ' | ' |
Balance, December 31, 2013 | ' | ' | ' | ' |
Transfers in (out) from equity | ' | ' | 590,038 | ' |
Gain from change in fair value of derivative liabilities and warrant liability | ' | ' | -231,024 | ' |
Balance, June 30, 2014 | 359,014 | ' | 359,014 | ' |
Total gain for the six month period included in earnings relating to the liabilities held at June 30, 2014 | ' | ' | $231,024 | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Event [Member], USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Jul. 17, 2014 | Nov. 06, 2014 | Aug. 15, 2014 | Nov. 01, 2014 | Jul. 17, 2014 | Mar. 13, 2014 | Oct. 01, 2014 | Jul. 14, 2014 | |
Third Settlement Agreement [Member] | Summit Trading Ltd [Member] | Summit Trading Ltd [Member] | GE Park, LLC [Member] | IBC Funds, LLC [Member] | IBC Funds, LLC [Member] | Iliad Research and Trading, L.P [Member] | Securities Purchase Agreement [Member] | |
Forbearance Agreement[Member] | LG Capital Funding, LLC [Member] | |||||||
Percentage from sale of convertible note | ' | ' | ' | ' | ' | ' | ' | 8.00% |
Convertible notes aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | $73,500 |
Proceeds from issuance of convertible debt | ' | 10,000 | 59,835 | 12,000 | ' | ' | ' | 36,750 |
Debt interest rate | ' | ' | 10.00% | ' | ' | ' | ' | 8.00% |
Debt Instrument maturity date | ' | ' | ' | ' | ' | ' | ' | 14-Jul-15 |
Debt convertible into common stock discount rate | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Percentage of average volume weighted average price | ' | ' | 80.00% | ' | ' | ' | ' | ' |
Percentage of interest for unpaid balance | ' | 4.00% | ' | 4.00% | ' | ' | ' | ' |
Additional shares issued | ' | ' | ' | ' | ' | 2,383,900 | ' | ' |
Settlement agreement acquisition amount | $100,000 | ' | ' | ' | $35,300 | $27,460 | ' | ' |
Acquisition of shares | ' | ' | ' | ' | 19,621,000 | ' | ' | ' |
Interest rate increase | ' | ' | ' | ' | ' | ' | 22.00% | ' |