Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Digital Development Group Corp | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001379699 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 71,737,873 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | |
Current Assets | ' | ' | |
Cash | $11,824 | $831 | |
Prepaid expense | 203,063 | 332,977 | |
Total current assets | 214,887 | 333,808 | |
Equipment, net | 26,585 | 15,429 | |
Intangible assets, net | 214,852 | 247,142 | |
Debt issuance costs | 95,411 | 127,214 | |
TOTAL ASSETS | 551,735 | 723,593 | |
Current Liabilities | ' | ' | |
Bank overdraft | 0 | 1,616 | |
Accounts payable | 100,108 | 28,889 | |
Accrued liabilities | 488,554 | 143,840 | |
Related party note payable | 87,696 | 0 | |
Other liabilities | 0 | 60,000 | |
Notes payable, net of discount | 1,901,323 | 612,190 | |
Derivative liability | 266,913 | 137,353 | |
Total current liabilities | 2,844,594 | 983,888 | |
Contingent liability (note 10) | 1,129,251 | 143,488 | |
TOTAL LIABILITIES | 3,973,845 | 1,127,376 | |
STOCKHOLDERS' DEFICIT | ' | ' | |
Common stock, 200,000,000 shares authorized, par value $0.001, 61,783,716 and 57,050,000 shares issued and outstanding | 68,384 | 57,050 | |
Common stock subscribed | 45,000 | 0 | |
Additional paid in capital (1) | 2,592,406 | [1] | 1,097,817 |
Accumulated deficit | -6,127,900 | -1,558,650 | |
Total stockholders' deficit | -3,422,110 | -403,783 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $551,735 | $723,593 | |
[1] | The December 31, 2012 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction. See Note 2. |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Parentheticals | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 68,383,549 | 57,050,000 |
Common Stock, shares outstanding | 68,383,549 | 57,050,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |||||
Revenues: | ' | ' | ' | ' | ||||
Net revenue | $25,529 | $0 | $52,223 | $0 | ||||
Operating expenses | ' | ' | ' | ' | ||||
General and administrative | 425,019 | 1,459,517 | 3,834,177 | 2,009,816 | ||||
Total operating expenses | 425,019 | 1,459,517 | 3,834,177 | 2,009,816 | ||||
Operating loss | -399,490 | -1,459,517 | -3,781,954 | -2,009,816 | ||||
Other (income) expenses | ' | ' | ' | ' | ||||
Interest expense | 357,558 | 0 | 914,347 | 0 | ||||
(Gain) loss on derivative liability | -464,921 | 0 | -127,051 | 0 | ||||
Total other (income) expenses | -107,363 | 0 | 787,296 | 0 | ||||
Loss before income taxes | -292,127 | -1,459,517 | -4,569,250 | -2,009,816 | ||||
Provision for income taxes | 0 | 0 | 0 | 0 | ||||
Net loss | ($292,127) | ($1,459,517) | ($4,569,250) | ($2,009,816) | ||||
Earnings per share - basic and diluted | $0 | ($0.02) | ($0.07) | ($0.03) | ||||
Weighted average shares outstanding - basic and diluted (2) | 64,098,443 | [1] | 60,345,154 | [1] | 61,714,138 | [1] | 60,345,154 | [1] |
[1] | The capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction in determining the basic and diluted weighted average shares. See Note 2. |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Operating Activities | ' | ' |
Net loss | ($4,569,250) | ($2,009,816) |
Adjustments to reconcile net income to cash flows provided by operating activities: | ' | ' |
Depreciation & amortization expense | 71,240 | 1,839 |
Stock based compensation | 738,094 | 435,000 |
Shares issued for services | 537,636 | 0 |
Debt discount amortization | 667,413 | 0 |
Interest expense - noncash | 18,001 | 0 |
Interest expense - beneficial conversion features new note and discount amortization | 0 | 561,828 |
Interest expense - contingencies | 846,093 | 136,085 |
Change in fair value of derivative liability | -127,051 | 0 |
Debt issue costs | 31,803 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Other receivables | 0 | -38,464 |
Prepaid expense | 129,914 | -82,125 |
Accounts payable | 71,219 | 42,990 |
Accrued liabilities | 284,714 | 25,125 |
Other accrued liabilities | 0 | 6,295 |
Cash flows used in operating activities | -1,300,174 | -921,243 |
Investing Activities | ' | ' |
Purchase of intangible assets | -32,687 | -207,194 |
Purchase of equipment | -17,419 | -34,004 |
Cash flows used in investing activities | -50,106 | -241,198 |
Financing Activities | ' | ' |
Bank overdraft | -1,616 | 0 |
Proceeds from notes payable | 1,197,791 | 1,192,026 |
Payments of notes payable | -72,445 | 0 |
Related party note payable | 87,696 | 0 |
Common stock subscription | 65,000 | 0 |
Stock issued for cash | 61,119 | 0 |
Cash flows provided by financing activities | 1,337,625 | 1,192,026 |
Change in cash during period | -12,655 | 29,585 |
Cash, beginning of period | 831 | 0 |
Cash, end of period | -11,824 | 29,585 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 0 | 0 |
Cash paid for income tax | $0 | $0 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2013 | |
ORGANIZATION | ' |
ORGANIZATION | ' |
1. ORGANIZATION | |
Digital Development Group Corp. (the “Company”) (originally Regency Resources Inc.) was incorporated under the laws of the State of Nevada on December 11, 2006, with authorized capital stock of 200,000,000 shares at $0.001 par value. The Company was originally organized for the purpose of acquiring and developing mineral properties. Subsequent to a merger transaction described below, the Company ceased mineral exploration activities. | |
The Company entered into a binding letter of intent with Digitally Distributed Acquisition Corp., a Delaware corporation (“DDAC”), effective April 10, 2012 (the “LOI”), in connection with a proposed reverse acquisition transaction by and between the Company and DDAC whereby the Company acquired all of the shares of outstanding capital stock of DDAC in exchange for the issuance of a certain ownership interest in the Company to the shareholders of DDAC (the “Share Exchange”). DDAC is expected to have certain valuable products and intellectual property rights comprised of a web-based multi-tiered billing infrastructure and related to proprietary software and other means of syndicating and encoding media content that it will acquire from Digitally Distributed, LLC, (DDLLC), a Delaware limited liability company prior to or concurrently with the closing of the transaction. | |
On July 31, 2012, DDAC acquired from Digitally Distributed, LLC, a Delaware limited liability company ("DDLLC") (the “Merger”), certain tangible and intangible property including certain intellectual property related to a web-based multi-tiered billing infrastructure and to software and other means of syndicating and encoding media content, in exchange for the issuance by DDAC to DDLLC of 13,500,000 shares of DDAC common stock pursuant to a Subscription Agreement by and between DDAC and DDLLC dated July 31, 2012. | |
In accordance with the terms of Exchange Agreement, on the Closing Date, the Registrant issued 20,000,000 shares of its common stock to the Selling Shareholders in exchange for 100% of the issued and outstanding capital stock of DDAC (the "Exchange Transaction"). As a result of the Exchange Transaction, the Selling Shareholders acquired 21.39% of our issued and outstanding common stock, DDAC became our wholly-owned subsidiary, and the Registrant acquired the business and operations of DDAC. | |
The Company amended its Articles of Incorporation to change its name from Regency Resources, Inc. to the Digital Development Group Corp., effective May 2, 2012. | |
For the nine months ended September 30, 2013, the Company has generated revenues of $52,223 and is no longer a development stage company. |
REVERSE_MERGER_ACCOUNTING
REVERSE MERGER ACCOUNTING | 9 Months Ended |
Sep. 30, 2013 | |
REVERSE MERGER ACCOUNTING | ' |
REVERSE MERGER ACCOUNTING | ' |
2. REVERSE MERGER ACCOUNTING | |
The Merger was accounted for as a reverse-merger and recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). DDAC is the acquirer for financial reporting purposes and Digital Development Group Corp. is the acquired company. DDAC was incorporated on January 25, 2012 (“Inception”). Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger are those of DDAC from Inception and are recorded at the historical cost basis of DDAC, and the consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and DDAC; and historical operations of DDAC and the Company since the closing date of the Merger. Common stock and the corresponding capital of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. In conjunction with the Merger, DDAC received no cash and assumed no liabilities from Digital Development Group Corp. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements primarily reflect the financial position, results of operations and cash flows of the Company (as discussed above). The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) GAAP for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, these interim condensed financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, or for any other period. | |
Going Concern | |
The Company has minimal revenue and has incurred losses since its inception on January 25, 2012. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. | |
These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders and the ability of the Company to obtain necessary equity financing to continue operations. | |
There is no assurance that the Company will ever be profitable. The unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. | |
Principles of Consolidation | |
The condensed consolidated balance sheets include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |
Use of Estimates | |
In preparing these condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s condensed consolidated financial statements relate to the estimated life of equipment, valuation of long-lived assets, accruals for potential liabilities and valuation assumptions related to share based payments and the derivative liability related to the convertible notes payable. | |
Cash & Cash Equivalents | |
We consider cash equivalents with original maturities of 90 days or less to be cash equivalents. As of September 30, 2013 and December 31, 2012, we have no cash equivalents. | |
Equipment | |
Equipment are stated at cost. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over an estimated useful life of three years. Depreciation expense for the nine months ended September 30, 2013 was $6,263. There was no depreciation expense for the period ended September 30, 2012. | |
Intangible Assets | |
Costs related to the development of the Company’s proprietary video and content delivery service over the internet are capitalized. | |
We amortize the cost of intangible assets over their estimated useful lives, which range up to three years, unless such lives are deemed indefinite. Our domains and IP development has been amortized because the Company began its production in the first quarter of 2013. Amortization expenses for the nine months ended September 30, 2013 and 2012 amounted to $64,977 and $0, respectively. | |
Intangible assets are tested in each fiscal year for impairment, or more often if indicators warrant. There were no impairment charges related to intangible assets for the period ended September 30, 2013 and 2012. | |
Fair Value of Financial Instruments | |
The fair value accounting guidance defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell the asset. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows and refer to note 9 for details: | |
• | |
Level 1: Observable inputs such as quoted prices in active markets; | |
• | |
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | |
• | |
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
Income Taxes | |
The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | |
The Company’s deferred tax assets primarily consist of net operating loss carry-forwards and stock-based compensation. However, the Company established a full valuation allowance for these deferred tax assets as the Company has determined that it is more likely than not to fully realize these deferred tax assets prior to their expiration. | |
Stock Based Compensation | |
We may periodically grant stock options and issue warrants to employees and non-employees in non-capital raising transactions for services rendered and to obtain financing. We account for stock option grants and warrant issuance to employees based on Financial Accounting Standards Board (FASB) ASC Topic 718, “Compensation – Stock Compensation”, whereas the award is measured at its fair value at the date of grant and is amortized ratably over the vesting period. We account for stock option grants and warrant issued to non-employees in accordance with ASC Topic 505, “Equity”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. | |
Loss per Share | |
Basic loss per share is computed by dividing loss to common stockholders by the weighted average number of common shares outstanding (including shares reserved for issuance) during the period. Diluted loss per share includes potentially dilutive securities such as warrants and convertible notes using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The equity instruments attached to the convertible notes and warrants were not included in the loss per share calculations because inclusion would have been anti-dilutive. | |
Recent Accounting Pronouncements | |
Adopted | |
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements. | |
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements. | |
Not Adopted | |
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements. | |
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-11 will have on our financial statements. | |
The Company has also reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its condensed consolidated financial statements and related disclosures. |
Prepaid_Expenses
Prepaid Expenses | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Prepaid Expenses | ' | ||||
Prepaid Expenses | ' | ||||
4. Prepaid Expense | |||||
The components of prepaid expense were as follows: | |||||
30-Sep-13 | 31-Dec-12 | ||||
(unaudited) | |||||
Prepaid services | $ | 1,217 | $ | 216,667 | |
Royalties advance | 201,846 | 116,310 | |||
Total prepaid expense | $ | 203,063 | $ | 332,977 |
EQUIPMENT_NET
EQUIPMENT, NET | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
EQUIPMENT, NET: | ' | ||||
EQUIPMENT, NET | ' | ||||
5. EQUIPMENT, NET | |||||
Equipment consists of the following: | |||||
30-Sep-13 | 31-Dec-12 | ||||
(unaudited) | |||||
Furniture and equipment | $ | 29,922 | $ | 15,429 | |
Leasehold improvements | 2,926 | 40,871 | |||
Less: Accumulated depreciation and amortization | -6,263 | -40,871 | |||
Total property and equipment, net | $ | 26,585 | $ | 15,429 |
INTANGIBLE_ASSETS_NET
INTANGIBLE ASSETS, NET | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
INTANGIBLE ASSETS NET | ' | ||||
INTANGIBLE ASSETS, NET | ' | ||||
6. INTANGIBLE ASSETS, NET | |||||
The components of intangible assets were as follows: | |||||
30-Sep-13 | 31-Dec-12 | ||||
(unaudited) | |||||
Content Delivery Asset | $ | 279,829 | $ | 247,142 | |
Less: Accumulated amortization | -64,977 | - | |||
Total intangible assets, net | $ | 214,852 | $ | 247,142 | |
The Company began amortizing the intangible asset in the first quarter as it began generating revenue and was placed into commercial use. The estimated useful life of the content delivery asset is three years. |
OTHER_ASSETS
OTHER ASSETS | 9 Months Ended |
Sep. 30, 2013 | |
OTHER ASSETS | ' |
OTHER ASSETS | ' |
7. OTHER ASSETS | |
The Company recorded an amount of $127,214 debt issuance cost as other assets from the issuance of a convertible promissory note payable to Stuart Subotnik of $240,000; and will be amortized over the term of the note to interest expense. Amortization expense for the nine months ended September 30, 2013 amounted to $31,803 and $0 for the nine months ended September 30, 2012. The balance of debt issuance costs as of September 30, 2013 and December 31, 2012 are $95,411 and $127,214, respectively. |
NOTES_PAYABLE_NET
NOTES PAYABLE, NET | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
NOTES PAYABLE, NET | ' | |||||||
NOTES PAYABLE, NET | ' | |||||||
8. NOTES PAYABLE, NET | ||||||||
Notes payable consisted of the following as of September 30, 2013 | ||||||||
30-Sep-13 | December 31, | |||||||
(Unaudited) | 2012 | |||||||
Convertible notes payable to Coventry Capital, LLC, net of discount | $ | 781,179 | $ | 235,923 | ||||
Convertible note payable to Stuart Subotnik, net of discount | 230,601 | 180,802 | ||||||
Note payable to Ironridge | - | 150,000 | ||||||
Asher Enterprises | 138,000 | - | ||||||
Note payable to QuickLoan Funding | 13,988 | - | ||||||
Notes payable to Charlie Sheen | 537,500 | - | ||||||
Convertible note payable to Tonaquint, net of discount | 67,910 | - | ||||||
Other notes payable, net of discount | 132,146 | 45,465 | ||||||
Total notes payable, net of discount | $ | 1,901,323 | $ | 612,190 | ||||
Coventry Capital, LLC Notes | ||||||||
During 2012, the Company issued a total of $950,000 convertible notes payable to Coventry Capital, LLC. These convertible promissory notes are payable on demand and carried an interest rate of 1% per month (simple interest), until the closing of the voluntary share exchange transaction contemplated under the letter of intent. Thereafter, the interest rate shall adjust to 3% per year, simple interest. Upon closing of the voluntary share exchange transaction contemplated under the letter of intent, the unpaid principal and any accrued and unpaid interest shall be immediately due and payable upon written demand by the holder at any time. | ||||||||
At any time on or before the maturity date, the holder, at its sole discretion may elect to have all or part of the principal and the accrued and unpaid interest thereon, converted into a number of shares of common stock of the Company determined by dividing (i) the unpaid principal and any accrued and unpaid interest thereon, as of the conversion date, by (ii) the lower of (a) the price per share at which shares of capital stock of the Company are sold in any financing, or (b) $0.50 per share. A "financing" means the sale of shares of capital stock of the Company occurring within twenty four (24) months after the closing. | ||||||||
The embedded conversion feature of these notes was recorded as a derivative liability due to the down-round protection of the conversion price. The Company recorded a debt discount of $714,077, representing the value of the embedded conversion feature. The Company recognized $536,462 and $0 of interest expense for the amortization of the discount during the nine months ended September 30, 2013 and 2012, respectively. | ||||||||
In January 2013, the Company borrowed an additional $10,000 from Coventry Capital, LLC. | ||||||||
Stuart Subotnik Notes | ||||||||
On September 10, 2012, the Company issued a $240,000 convertible note payable to Stuart Subotnik. This note was issued with 800,000 warrants and exercisable into the Company’s common stock. The warrants have a three year term and the exercise price is $0.30. The embedded conversion feature of this note and related warrants was recorded as a derivative liability due to the down-round protection of the conversion prices. The Company recorded a debt discount of $118,619, representing the value of the embedded conversion feature and additional debt discount of $121,381 for the fair value of the warrants. The Company recognized $49,800 and $0 of interest expense for the amortization of the discount during the nine months ended September 30, 2013and 2012, respectively. | ||||||||
This convertible promissory note and accrued and unpaid interest are payable upon the earlier of i) at any time after three year anniversary of the issue date of this note at the written request of the holder to the company or ii) when, upon or after the occurrence of an event of default. The note carries an interest rate of 8% per annum (simple interest). | ||||||||
At any time on or before the maturity date, the holder, at its sole discretion may elect to have all or part of the principal and the accrued and unpaid interest thereon, converted into a number of shares of common stock of the Company. The conversion price is $0.30 per share. At any time which the volume weighted average pricing “VWAP” for the common stock is $1.00 or greater for a period of twenty consecutive trading days, then at the election of the Company in its sole discretion may elect to convert all of the outstanding amount of principal and accrued interest into shares of the common stock at $1.00 per share. | ||||||||
During October and November 2012, the Company issued additional notes payable to Mr. Subotnik in the aggregate amount of $140,000. These notes accrue interest at rates ranging from 8% to 12% and are due by November 2013. | ||||||||
QuickLoan Funding | ||||||||
On March 13, 2013, The Company, entered into a Convertible Promissory Note (the “Convertible Promissory Note”) with QuickLoan Funding, an accredited lender (the “Lender”). Under the terms of the Promissory Note, the Lender paid $110,000 to the Company upon execution of the Convertible Promissory Note, and the Lender may fund additional amounts in such amounts and at such dates as the Lender may choose in its sole discretion, up to an additional $150,000 above the initial $110,000 funded. Thereafter, the Lender may provide additional amounts only by mutual agreement with the Company, up to a total principal sum of $400,000. All amounts advanced by Lender are subject to a 10% original issue discount such that the total amount funded to the Company would be $360,000 if the Lender advances all funds under the Convertible Promissory Note. The maturity date is one year from the effective date of each payment by the Lender, and all outstanding principal and interest is due and payable by the Company on the maturity date. If the Company repays the Note in full within the first ninety days after the effective date, then the interest rate is zero percent. If the Company does not repay the Note in full within the first 90 days after the effective date, then a one-time interest charge of twelve percent shall be applied to the unpaid principal. In the second quarter of 2013, the Company received additional $20,700 from the lender. | ||||||||
The Lender has the right, at any time from 180 days after the effective date, at its election, to convert all or part of the outstanding and unpaid principal and accrued interest under the Convertible Promissory Note into shares of Company common stock at the conversion price. The conversion price is the lesser of $0.20 per share, or 60% of the lowest trade price of the Company’s common stock in the 25 trading days prior to the date of conversion. The Lender also has piggyback registration rights to have the shares it would receive upon conversion of the Promissory Note included within the next registration statement which the Company may file with the Securities and Exchange Commission. | ||||||||
Charlie Sheen | ||||||||
On April 16, 2013, the Company executed a Promissory Note (the “Promissory Note”) in favor of celebrity actor, Charlie Sheen, pursuant to which Charlie Sheen has loaned the Company $150,000. Under the terms of the Promissory Note, the principal accrues interest at the rate of 6% per annum and is due and payable on April 10, 2015, with interest only payments of $750 per month to commence on November 1, 2013. During the three months ended September 30, 2013, the Company borrowed an additional $390,000 from Mr. Sheen and repaid $2,500 to Mr. Sheen under the same terms as the Promissory Note. | ||||||||
Tonaquint Convertible note | ||||||||
On April 3, 2013, the Company, entered into a Securities Purchase Agreement, Secured Convertible Promissory Note, Security Agreement, Warrant, Deed of Trust, Deed of Trust Notes, Confession of Judgment and ancillary agreements (the “Financing Documents”) with Tonaquint, Inc., (the “Buyer”). | ||||||||
Under the terms of the Financing Documents, the Buyer entered into the Secured Convertible Promissory Note in the principal amount of $340,000.00 (the “Note”). The Company is obligated to commence repayment of the Note on the 180 th day after the Note issuance date by making monthly installments of $28,333. Provided certain equity conditions are met, the Company may repay the monthly installment payments through the issuance of Company common stock at the market price (the “Market Price”) which means 60% of the arithmetic average of the three (3) lowest volume weighted average pricing “VWAP” of the shares of Common Stock during the twenty (20) consecutive trading day period immediately preceding the date of repayment. Additionally, if the Company pays the installment payment in Company common stock, then 23 days following the installment payment date the Buyer shall receive additional shares of Company common stock if the Market Price on the 23 rd day is less than the Market Price on the installment payment date. The entire outstanding balance under the Note is due and payable 17 months after the date of issuance. The Note bears interest at the rate of eight percent (8%) per annum, provided that upon the occurrence of an event of default, interest shall accrue on the outstanding balance both before and after judgment at the rate of twenty-two percent (22%) per annum. The Note carries an original issue discount of $30,000. In addition, the Company agreed to pay $10,000 to the Buyer to cover the Buyer’s legal fees, accounting costs, due diligence, monitoring and other transaction costs, all of which amount is included in the initial principal balance of the Note. | ||||||||
In consideration for the Note, the Buyer paid the Company (i) $100,000, and (ii) issued to the Company two Buyer Deed of Trust Notes in the amount of $100,000 each, one which will be prepaid by Buyer within 2 months and 4 months, respectively, of April 3, 2013 provided that an equity conditions failure has not occurred under the Note. The Note is secured by a Security Agreement executed by the Company and listing the Buyer Deed of Trust Notes as security for the Company’s obligations under the Financing Documents (the “Security Agreement”). Each of the Buyer Deed of Trust Notes is secured by a Deed of Trust (the “Deed of Trust”). The outstanding balance under the Note may be converted by the Buyer at any time into shares of Company common stock at the rate of $0.20 per share (the “Conversion Price”), subject to adjustment in the event of certain issuances of variable price or unrestricted securities by the Company after the date of the Note. Upon an event of default, the outstanding balance under the Note shall increase to 135% and will be immediately due and payable, and the Buyer may convert the outstanding balance into shares of Company common stock at the lower of the Conversion Price then in effect and the Market Price. | ||||||||
The Company also issued Buyer a warrant to purchase up to 1,400,000 shares of Company common stock at an exercise price of $0.20 per share, subject to adjustment in the event of certain issuances of variable price and unrestricted securities by the Company after the date of the Note. The Warrants may be exercised for a term of 5 years and have a “cashless exercise” provision. | ||||||||
The embedded conversion feature of this note and related warrants was recorded as a derivative liability due to the down-round protection of the conversion prices. The Company recorded a total debt discount of $111,412 representing the value of the embedded conversion feature of $23,804, additional debt discount of $47,608 for the fair value of the warrants, and $40,000 original issue discount and fees. The Company recognized $39,322 and $0 of interest expense for the amortization of the discount during the nine months ended September 30, 2013 and 2012, respectively. | ||||||||
Asher Enterprises Note | ||||||||
On July 25, 2013 the Company entered into a new Note Purchase Agreement and Convertible Promissory Note with Asher Enterprises, Inc. pursuant to which Asher purchased a $42,500 Convertible Promissory Note (the “Asher Note”). The Asher Note accrues interest at the rate of 8% per annum; is due and payable on April 24, 2014; and may be converted by Asher at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price (as determined in the Asher Note) calculated at the time of conversion. The Asher Note Purchase Agreement and Note also contain certain representations, warranties, covenants and events of default. | ||||||||
Other Notes Payable | ||||||||
During the nine months ended September 30, 2013, the Company borrowed a net total of $132,146 from several individuals under notes payable. | ||||||||
Related Party Note Payable | ||||||||
Effective January 30, 2013, the Company entered into a Promissory Note with Martin W. Greenwald, the Company’s Chief Executive Officer, pursuant to which Mr. Greenwald has agreed to loan the Company up to $250,000 to fund Company operations. The Promissory Note provides that Mr. Greenwald may advance funds to the Company from to time to time, up to the amount of $250,000. The amounts advanced shall be due within one year from the date of the promissory note and shall accrue interest at 3% per annum. The Company has $87,696 outstanding under the loan agreement as September 30, 2013. |
DERIVATIVE_LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended | ||
Sep. 30, 2013 | |||
DERIVATIVE LIABILITY | ' | ||
DERIVATIVE LIABILITY | ' | ||
NOTE 9 – DERIVATIVE LIABILITY | |||
The following table represents the Company’s derivative liability activity for both the embedded conversion features and the warrants for the nine months ended September 30, 2013: | |||
Amount | |||
Derivative Liability balance, January 1, 2013 | $ | 137,353 | |
Issuance of derivative financial instrument in 2013 | 267,411 | ||
Conversion of debt in 2013 | -10,800 | ||
Change in FMV of derivative liability | -127,051 | ||
Derivative liability balance, September 30, 2013 | $ | 266,913 | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 10 – COMMITMENTS AND CONTINGENCIES | |
Contingent liability | |
On December 19, 2011, DDLLC entered into two promissory notes with an accredited investor pursuant to which the Company issued two 14% convertible promissory notes (the "Notes") to advance of up to $280,000 to the Company. As of this date, the Company has only received $118,000 of the agreed to $280,000. | |
The Notes were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended. The Notes have a six-month term due June 16, 2012, and are convertible by the holder into Common Stock of a contemplated merger or acquisition and a subsequent newly formed company ("Acquireco") at a price of $0.10 per share. The Company may prepay all or a portion of the outstanding principal and interest under the Notes upon 10 days' written notice without penalty. The amount due under the Notes will become immediately due and payable if the Company fails to pay unpaid principal on the maturity date of June 16, 2012, any representation or warranty made by the Company is false, incorrect, incomplete or misleading, or the Company dissolves, liquidates, ceases operations, is unable to pay its debts when due, a receiver or trustee is appointed or bankruptcy proceedings are instituted. While any amount of the Note is outstanding, the borrower is obligated to the covenants of (i) paying no dividends. | |
The Company is in default of these notes because it did not repay principal and accrued interest on the maturity date of June 16, 2012. Due to the default provisions of the Note, the Company will begin accruing interest at the default rate of 29% per annum from the maturity date going forward. In July 2012, the Company tried to begin negotiations with the investor; however, it has been unsuccessful in contacting the investor to date. The Company has recorded a contingent liability of $160,458 as of September 30, 2013, to reflect the obligation that it believes it owes to investor. The investor is claiming that the Company owes an additional $162,000 plus accrued interest but the Company never received the additional funds as described under the Notes and intends to defend against any position that the investor takes pertaining to the additional $162,000. The Company has treated this matter as a contingent liability because at this time the Company is uncertain as to how and when this matter will be resolved. The Company believes it has accrued its estimate in the condensed consolidated financial statements of the most likely amount to be settled with the investor. | |
Ironridge | |
Effective December 19, 2012, the Company terminated the Securities Purchase Agreement, Registration Rights Agreement and Debenture dated November 6, 2012 (the “Financing Documents”) with Ironridge Media Co., a division of Ironridge Global IV, Ltd. (“Ironridge”), for the sale of up to $3,000,000 of Convertible Subordinated Debentures and Series A Preferred Stock. On January 11, 2013, Ironridge submitted a claim with JAMS, Inc. in Santa Monica, California for binding arbitration under the Financing Documents and requested that it be awarded damages relating to the termination of the Financing Documents. The Company submitted counter-claims in the JAMS arbitration claiming that it was fraudulently induced to enter into the Financing Documents, and that a fully performed oral stock purchase agreement caused the Financing Documents to be abandoned by the parties, justifying rescission of the financing documents. In May 2013, the Arbitrator in the JAMS arbitration announced an interim award to Ironridge shall recover from the Company in the amount of $850,000 plus attorney fees and costs. On July 10, 2013, the Arbitrator made the interim award final, and awarded Ironridge an additional $110,168 in attorneys’ fees and costs. The Company does not have adequate cash to pay the final arbitration award. The judgment resulting from the arbitration award would adversely affect the business, future operations and the financial condition of the Company, and may cause the Company to default under its existing loan obligations which would provide the lenders with the right for immediate repayment. The Company recorded an accrual of $960,000 under contingent liability in the accompanying condensed consolidated balance sheet as of September 30, 2013 related to this case. | |
Sheen Agreement | |
On March 25, 2013, the Company entered into an Agreement with celebrity actor, Charlie Sheen, pursuant to which he has agreed to work with the Company to develop and promote his own channel and original content, and to promote and endorse the Company and its channels through various media. Under the terms of the Agreement, Mr. Sheen’s involvement with the Company is to include his creation of original content; his promotion and endorsement of the Company’s channels and the creation and promotion of the Charlie Sheen Channel; his personal appearances; the use of Mr. Sheen’s name, voice and likeness for promotional purposes; and the promotion of the Company and its channels across social media, including postings on Facebook and Twitter. The Agreement has a term of twelve months, unless extended as provided in the Agreement. | |
In consideration for his services, the Company has agreed to pay Charlie Sheen a $300,000 fee payable in installments. In addition, the Company has agreed to pay Mr. Sheen a percentage of Company gross revenues generated by the distribution and sale of original programming featuring Mr. Sheen and his affiliates, including gross revenues from the Charlie Sheen Channel and other pay per view events and episodes. In consideration of Mr. Sheen’s obligations, the Company has also agreed to issue to Mr. Sheen options to purchase up to seven million shares of the Company’s common stock as follows: options to purchase one million shares of the Company’s common stock vested upon the date of the Agreement, and options to purchase the remaining six million shares of the Company’s common stock shall vest in equal installments of one million shares every six months after the date of the Agreement, each exercisable at an exercise price of $0.10 per share. | |
Operating lease | |
The Company leases office space under an operating lease, which began on July 1, 2012 and expires on November 15, 2013. The average rental payment including utilities and operating expenses for the facility is approximately $5,935 per month. Rent expense for the period from January 25, 2012 to September 30, 2013 was $47,505. |
COMMON_STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2013 | |
COMMON STOCK | ' |
COMMON STOCK | ' |
NOTE 11 - COMMON STOCK | |
From January 1, 2013 to September 30, 2013, the Company issued 6,768,182 common shares for services provided, 796,567 common shares for cash, 3,618,800 common shares upon conversion of a note payable and 150,000 common shares in connection with a note payable as additional interest. For the three month ended September 30, 2013, the Company recognized expenses of $51,500 for the value of the shares issued. | |
As of September 30, 2013, the Company has received $65,000 in stock subscription for the purchase of its common stock. In July 2013, the Company issued 288,883 shares for $20,000 of its stock subscriptions. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||||
NOTE 12 – STOCK-BASED COMPENSATION | ||||||||||||||||
On January 3, 2013, our board of directors approved the adoption of The Digital Development Group Corp. 2013 Equity Incentive Plan (the "2013 Plan”). The 2013 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock-based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates are eligible to participate under the 2013 Plan. | ||||||||||||||||
Effective January 30, 2013, the Company approved the re-pricing of all of the 3,370,000 previously granted options under the Company’s 2012 Equity Incentive Plan from $0.451 per share to $0.11 per share. All of the other terms of the options remained unchanged. The fair value of the these options after re-pricing was lower than the fair value before re-pricing and accordingly the Company will continue to amortize the original fair value over the remaining vesting period in accordance with US GAAP. | ||||||||||||||||
On January 30, 2013, the Company granted a total of 950,000 options to employees under the 2012 Plan. The options have an exercise price of $0.11 per share; 400,000 of the options vested immediately and the remaining 550,000 options vest 1/12 monthly over a period of one year, and vest immediately upon a change of control of the Company; and have a 10 year term. | ||||||||||||||||
On March 25, 2013 and in connection with the Sheen Agreement, the Company has agreed to issue to Mr. Sheen options to purchase up to seven million shares of the Company’s common stock as follows: options to purchase one million shares of the Company’s common stock vested upon the date of the Agreement, and options to purchase the remaining six million shares of the Company’s common stock shall vest in equal installments of one million shares every six months after the date of the Agreement, each exercisable at an exercise price of $0.10 per share and have a 5 year term. | ||||||||||||||||
The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model and the assumptions in the following table. The expected volatility is based on the daily historical volatility of comparative companies, measured over the expected term of the option. The risk-free rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term closest to the expected term of the option. The dividend yield reflects that the Company has not paid any cash dividends since inception and does not intend to pay any cash dividends in the foreseeable future. | ||||||||||||||||
The following assumptions were used to determine the fair value of the options at date of grant: | ||||||||||||||||
Expected volatility (%) | 95%-109% | |||||||||||||||
Risk free rate | 0.27%-0.38% | |||||||||||||||
Expected term | 2-3 years | |||||||||||||||
Dividend yield | 0% | |||||||||||||||
Total stock-based compensation expense included in general and administrative expense for the period from January 1, 2013 to September 30, 2013 was $683,813. | ||||||||||||||||
As of September 30, 2013, there was $231,717 of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of years. The Company’s current practice is to issue new shares to satisfy option exercises. Compensation expense for all stock-based compensation awards is recognized using the straight-line method. | ||||||||||||||||
A summary of stock option activity is as follows: | ||||||||||||||||
Weighted- | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||||
Options | Price | Life (Years) | Value | |||||||||||||
Outstanding at December 31, 2012 | 3,370,000 | $ | 0.11 | 9.5 | $ | - | ||||||||||
Granted | 7,950,000 | 0.1 | 5.06 | - | ||||||||||||
Exercised | - | - | - | - | ||||||||||||
Forfeited or expired | - | - | - | - | ||||||||||||
Outstanding at September 30, 2013 | 11,320,000 | $ | 0.1 | 6.22 | $ | - | ||||||||||
Exercisable at September 30, 2013 | 3,926,667 | $ | 0.1 | 6.85 | $ | - |
ACCOUNTING_POLICIES_Policies
ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
ACCOUNTING POLICIES | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements primarily reflect the financial position, results of operations and cash flows of the Company (as discussed above). The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) GAAP for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, these interim condensed financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, or for any other period. | |
Going Concern | ' |
Going Concern | |
The Company has minimal revenue and has incurred losses since its inception on January 25, 2012. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. | |
These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders and the ability of the Company to obtain necessary equity financing to continue operations. | |
There is no assurance that the Company will ever be profitable. The unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The condensed consolidated balance sheets include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates | |
In preparing these condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s condensed consolidated financial statements relate to the estimated life of equipment, valuation of long-lived assets, accruals for potential liabilities and valuation assumptions related to share based payments and the derivative liability related to the convertible notes payable. | |
Cash & Cash Equivalents Policy | ' |
Cash & Cash Equivalents | |
We consider cash equivalents with original maturities of 90 days or less to be cash equivalents. As of September 30, 2013 and December 31, 2012, we have no cash equivalents. | |
Equipment Policy | ' |
Equipment | |
Equipment are stated at cost. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over an estimated useful life of three years. Depreciation expense for the nine months ended September 30, 2013 was $6,263. There was no depreciation expense for the period ended September 30, 2012. | |
Intangible Assets Policy | ' |
Intangible Assets | |
Costs related to the development of the Company’s proprietary video and content delivery service over the internet are capitalized. | |
We amortize the cost of intangible assets over their estimated useful lives, which range up to three years, unless such lives are deemed indefinite. Our domains and IP development has been amortized because the Company began its production in the first quarter of 2013. Amortization expenses for the nine months ended September 30, 2013 and 2012 amounted to $64,977 and $0, respectively. | |
Intangible assets are tested in each fiscal year for impairment, or more often if indicators warrant. There were no impairment charges related to intangible assets for the period ended September 30, 2013 and 2012. | |
Fair Value of Financial Instrument | ' |
Fair Value of Financial Instruments | |
The fair value accounting guidance defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell the asset. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows and refer to note 9 for details: | |
• | |
Level 1: Observable inputs such as quoted prices in active markets; | |
• | |
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | |
• | |
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
Income Taxes Policy | ' |
Income Taxes | |
The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | |
The Company’s deferred tax assets primarily consist of net operating loss carry-forwards and stock-based compensation. However, the Company established a full valuation allowance for these deferred tax assets as the Company has determined that it is more likely than not to fully realize these deferred tax assets prior to their expiration. | |
Stock Based Compensation Policy | ' |
Stock Based Compensation | |
We may periodically grant stock options and issue warrants to employees and non-employees in non-capital raising transactions for services rendered and to obtain financing. We account for stock option grants and warrant issuance to employees based on Financial Accounting Standards Board (FASB) ASC Topic 718, “Compensation – Stock Compensation”, whereas the award is measured at its fair value at the date of grant and is amortized ratably over the vesting period. We account for stock option grants and warrant issued to non-employees in accordance with ASC Topic 505, “Equity”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. | |
Loss per Share | ' |
Loss per Share | |
Basic loss per share is computed by dividing loss to common stockholders by the weighted average number of common shares outstanding (including shares reserved for issuance) during the period. Diluted loss per share includes potentially dilutive securities such as warrants and convertible notes using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The equity instruments attached to the convertible notes and warrants were not included in the loss per share calculations because inclusion would have been anti-dilutive. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Adopted | |
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements. | |
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements. | |
Not Adopted | |
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements. | |
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-11 will have on our financial statements. | |
The Company has also reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its condensed consolidated financial statements and related disclosures. |
Prepaid_Expenses_Tables
Prepaid Expenses (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Prepaid Expenses As Follows | ' | ||||
Prepaid Expenses As Follows | ' | ||||
The components of prepaid expense were as follows: | |||||
30-Sep-13 | 31-Dec-12 | ||||
(unaudited) | |||||
Prepaid services | $ | 1,217 | $ | 216,667 | |
Royalties advance | 201,846 | 116,310 | |||
Total prepaid expense | $ | 203,063 | $ | 332,977 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
PROPERTY AND EQUIPMENT | ' | ||||
PROPERTY AND EQUIPMENT | ' | ||||
Equipment consists of the following: | |||||
30-Sep-13 | 31-Dec-12 | ||||
(unaudited) | |||||
Furniture and equipment | $ | 29,922 | $ | 15,429 | |
Leasehold improvements | 2,926 | 40,871 | |||
Less: Accumulated depreciation and amortization | -6,263 | -40,871 | |||
Total property and equipment, net | $ | 26,585 | $ | 15,429 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
INTANGIBLE ASSETS | ' | ||||
Components of intangible assets were as follows | ' | ||||
The components of intangible assets were as follows: | |||||
30-Sep-13 | 31-Dec-12 | ||||
(unaudited) | |||||
Content Delivery Asset | $ | 279,829 | $ | 247,142 | |
Less: Accumulated amortization | -64,977 | - | |||
Total intangible assets, net | $ | 214,852 | $ | 247,142 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
NOTES PAYABLE | ' | |||||||
NOTES PAYABLE | ' | |||||||
Notes payable consisted of the following as of September 30, 2013 | ||||||||
30-Sep-13 | December 31, | |||||||
(Unaudited) | 2012 | |||||||
Convertible notes payable to Coventry Capital, LLC, net of discount | $ | 781,179 | $ | 235,923 | ||||
Convertible note payable to Stuart Subotnik, net of discount | 230,601 | 180,802 | ||||||
Note payable to Ironridge | - | 150,000 | ||||||
Asher Enterprises | 138,000 | - | ||||||
Note payable to QuickLoan Funding | 13,988 | - | ||||||
Notes payable to Charlie Sheen | 537,500 | - | ||||||
Convertible note payable to Tonaquint, net of discount | 67,910 | - | ||||||
Other notes payable, net of discount | 132,146 | 45,465 | ||||||
Total notes payable, net of discount | $ | 1,901,323 | $ | 612,190 |
Derivative_liability_activity_
Derivative liability activity (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Derivative liability activity | ' | ||
Derivative liability activity | ' | ||
The following table represents the Company’s derivative liability activity for both the embedded conversion features and the warrants for the nine months ended September 30, 2013: | |||
Amount | |||
Derivative Liability balance, January 1, 2013 | $ | 137,353 | |
Issuance of derivative financial instrument in 2013 | 267,411 | ||
Conversion of debt in 2013 | -10,800 | ||
Change in FMV of derivative liability | -127,051 | ||
Derivative liability balance, September 30, 2013 | $ | 266,913 |
Assumptions_were_used_to_deter
Assumptions were used to determine the fair value (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Assumptions were used to determine the fair value | ' | ||
Assumptions were used to determine the fair value | ' | ||
The following assumptions were used to determine the fair value of the options at date of grant: | |||
Expected volatility (%) | 95%-109% | ||
Risk free rate | 0.27%-0.38% | ||
Expected term | 2-3 years | ||
Dividend yield | 0% |
A_summary_of_stock_option_acti
A summary of stock option activity is as follows (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
A summary of stock option activity is as follows | ' | |||||||||||||||
A summary of stock option activity is as follows | ' | |||||||||||||||
A summary of stock option activity is as follows: | ||||||||||||||||
Weighted- | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||||
Options | Price | Life (Years) | Value | |||||||||||||
Outstanding at December 31, 2012 | 3,370,000 | $ | 0.11 | 9.5 | $ | - | ||||||||||
Granted | 7,950,000 | 0.1 | 5.06 | - | ||||||||||||
Exercised | - | - | - | - | ||||||||||||
Forfeited or expired | - | - | - | - | ||||||||||||
Outstanding at September 30, 2013 | 11,320,000 | $ | 0.1 | 6.22 | $ | - | ||||||||||
Exercisable at September 30, 2013 | 3,926,667 | $ | 0.1 | 6.85 | $ | - |
Organization_Consists_of_the_f
Organization Consists of the following (Details) (USD $) | Jul. 31, 2012 | Dec. 11, 2006 |
Organization Consists of the following: | ' | ' |
Authorized capital stock shares | ' | 200,000,000 |
Capital stock shares par value | ' | 0.001 |
Shares of common stock pursuant to a subscription agreement | 13,500,000 | ' |
Registrant issued shares of its common stock | 20,000,000 | ' |
Percentage of cpital stock | 100.00% | ' |
Selling Shareholders acquired | 21.39% | ' |
Generated revenues | ' | $52,223 |
Components_of_prepaid_expense_
Components of prepaid expense were as follows (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Components of prepaid expense were as follows: | ' | ' |
Prepaid services | $1,217 | $216,667 |
Royalties advance | 201,846 | 116,310 |
Total prepaid expense | $203,063 | $332,977 |
Property_and_Equipment_Consist
Property and Equipment Consisted of the Following (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property and Equipment Consisted of the Following: | ' | ' |
Furniture and equipment | $29,922 | $15,429 |
Leasehold improvements | 2,926 | 40,871 |
Less: Accumulated depreciation and amortization | -6,263 | -40,871 |
Total equipment, net | $26,585 | $15,429 |
Depreciation_expenses_Details
Depreciation expenses (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Depreciation expenses | ' | ' |
Depreciation expenses | $6,263 | $0 |
Amortization expenses on intangible assets | $64,977 | $0 |
Components_Intangible_Assets_a
Components Intangible Assets as Follows (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Components Intangible Assets as Follows: | ' | ' |
Content Delivery Asset | $279,829 | $247,142 |
Less: Accumulated amortization | -64,977 | 0 |
Total intangible assets, net | $214,852 | $247,142 |
Other_Assets_as_Follows_Detail
Other Assets as Follows (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Other Assets as Follows: | ' | ' | ' |
Recorded debt issuance cost as other assets | $95,411 | ' | $127,214 |
Convertible promissory note payable to Stuart Subotnik | 240,000 | ' | 240,000 |
Amortization expense | $31,803 | $0 | ' |
Notes_payable_consist_of_the_f
Notes payable consist of the following (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Notes payable consist of the following: | ' | ' |
Convertible notes payable to Coventry Capital, LLC, net of discount. | $781,179 | $235,923 |
Convertible note payable to Stuart Subotnik, net of discount. | 230,601 | 180,802 |
Note payable to Ironridge | ' | 150,000 |
Asher Enterprises | 138,000 | ' |
Note payable to QuickLoan Funding | 13,988 | ' |
Notes payable to Charlie Sheen | 537,500 | ' |
Convertible note payable to Tonaquint, net of discount | 67,910 | ' |
Other note payable, net of discount | 132,146 | 45,465 |
Total notes payable, net of discount | $1,901,323 | $612,190 |
Coventry_Capital_LLC_Note_Deta
Coventry Capital, LLC Note (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Jan. 31, 2013 | Dec. 31, 2012 | |
Coventry Capital, LLC Note: | ' | ' | ' | ' |
Issued a total of convertible note payable | ' | ' | ' | $950,000 |
Convertible notes carry an interest rate per month | ' | ' | ' | 1.00% |
Convertible notes interest rate adjustment per year | ' | ' | ' | 3.00% |
Recorded debt discount | ' | ' | ' | 714,077 |
Borrowed an additional from Coventry Capital, LLC | ' | ' | 10,000 | ' |
Recognized of interest expense for the amortization of the discount | $536,462 | $0 | ' | ' |
Stuart_Subotnik_Note_Details
Stuart Subotnik Note (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 10, 2012 |
Stuart Subotnik Note: | ' | ' | ' |
Convertible note payable to Stuart Subotnik | ' | ' | $240,000 |
Note issued with warrants and exercisable into common stock | ' | ' | 800,000 |
Recorded a discount | ' | ' | 118,619 |
Warrants have a term of years | ' | ' | 3 |
Warrants exercise price | ' | ' | $0.30 |
Embedded conversion feature and additional debt discount | ' | ' | 121,381 |
Recognized interest expense for amortization of discount | 49,800 | 0 | ' |
Note carry an interest rate per annum | ' | ' | 8.00% |
Conversion price per share | ' | ' | $0.30 |
Volume Weighted Average Pricing of common stock per share | $1 | ' | ' |
Additional Notes payabel to Mr.Subotnik | $140,000 | ' | ' |
Minimum accrued interest at rates due by November 2013. | 8.00% | ' | ' |
Maximum accrued interest at rates due by November 2013. | 12.00% | ' | ' |
Quick_Loan_Funding_Details
Quick Loan Funding (Details) (USD $) | Sep. 30, 2013 |
Quick Loan Funding: | ' |
Lender paid upon execution | $110,000 |
Total principal sum | 400,000 |
Original issue discount | 10.00% |
Total amount funded | 360,000 |
Additional funding agreed upon | 150,000 |
Additional funding received | $20,700 |
Conversion price per share as per the right of conversion | $0.20 |
Fixed percentage of the lowest trade price of the Company's common stock in the 25 trading days prior to the date of conversion. | 60.00% |
Charlie_Sheen_Notes_Payable_De
Charlie Sheen Notes Payable (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Charlie Sheen Notes Payable | ' |
Prommissory notes payable | $150,000 |
Interest rate pa | 6.00% |
Interest payment per month | 750 |
Additional borrowing from Mr.Sheen | 390,000 |
Repayment during the period | $2,500 |
Other_Notes_Payable_Details
Other Notes Payable (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Other Notes Payable: | ' |
Borrowed a total under notes payable | $132,146 |
Related_Party_Note_Payable_Det
Related Party Note Payable (Details) (USD $) | Sep. 30, 2013 |
Related Party Note Payable: | ' |
Greenwald has agreed to loan | $250,000 |
Advance funds up to the amount | 250,000 |
Outstanding under loan agreement | $87,696 |
Accrued Interest Rate Per Annum | 3.00% |
Derivative_Liability_conversio
Derivative Liability conversion features and the warrants for the period (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Liability conversion features and the warrants for the period: | ' |
Derivative Liability balance, January 1, 2013 | $137,353 |
Issuance of derivative financial instrument | 267,411 |
Conversion of debt in 2013 | -10,800 |
Change in FMV of derivative liability | -127,051 |
Derivative liability balance, September 30, 2013 | $266,913 |
Commitments_And_Contingencies_
Commitments And Contingencies Consists of the following (Details) (USD $) | Sep. 30, 2013 | Jul. 10, 2013 | 31-May-13 | Jun. 16, 2012 | Dec. 19, 2011 |
Commitments And Contingencies Consists of the following: | ' | ' | ' | ' | ' |
Issued two convertible promissory notes | ' | ' | ' | ' | $280,000 |
Aggregate principal amount received | ' | ' | ' | ' | 118,000 |
Advance amount agreed | ' | ' | ' | ' | 280,000 |
Accruing interest at the default rate per annum | ' | ' | ' | 29.00% | ' |
Contingent liability | ' | ' | ' | 143,488 | ' |
Owes an additional plus accrued interest | ' | ' | ' | 162,000 | ' |
Recorded a contingent liability | 151,926 | ' | ' | ' | ' |
Ironridge: | ' | ' | ' | ' | ' |
Recorded an accrual under accrued expenses | 960,000 | ' | ' | ' | ' |
Attorney Fees and costs (Ironridge) | ' | ' | 850,000 | ' | ' |
Additional attorney's fees and costs | ' | 110,168 | ' | ' | ' |
Sheen Agreement: | ' | ' | ' | ' | ' |
Agreed to pay Charlie Sheen a fee payable in installments | $300,000 | ' | ' | ' | ' |
Options issued to Charlie Sheen | 7,000,000 | ' | ' | ' | ' |
Options vest in equal installments of one million shares every six months aggregate | 1,000,000 | ' | ' | ' | ' |
Exercise price per share (options) | $0.10 | ' | ' | ' | ' |
Operating_lease_Details
Operating lease (Details) (USD $) | 20 Months Ended |
Sep. 30, 2013 | |
Operating lease: | ' |
Operating expenses for the facility per month | $5,935 |
Rent expense. | $47,505 |
CAPITAL_STOCK_TRANSACTIONS_Det
CAPITAL STOCK TRANSACTIONS (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Jul. 31, 2013 | |
CAPITAL STOCK TRANSACTIONS: | ' | ' |
Common shares for services provided | 6,768,182 | ' |
Common shares for cash, | 796,567 | ' |
Shares upon conversion of a note payable. | 3,618,800 | ' |
Common shares in connection with a note payable as additional interest | 150,000 | ' |
Recognized expenses for the value of the shares issued | $51,500 | ' |
Subscription Received for purchase of common stock | 65,000 | ' |
Issued shares for stock subscriptions. | ' | 288,883 |
Issued shares for stock subscriptions value | ' | $20,000 |
Assumptions_used_to_determine_
Assumptions used to determine fair value of options at date of grant (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Assumptions used to determine fair value of options at date of grant: | ' |
Expected volatility (%) minimum | 95.00% |
Expected volatility (%) maximum | 109.00% |
Risk free rate minimum | 0.27% |
Risk free rate maximum | 0.38% |
Expected term minimum | 2 |
Expected term maximum | 3 |
Dividend yield. | 0.00% |
Summary_of_stock_option_activi
Summary of stock option activity as follows (Details) | Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value |
Outstanding at Dec. 31, 2012 | 3,370,000 | 0.11 | 9.5 | 0 |
Granted | 7,950,000 | 0.1 | 5.06 | ' |
Exercised | 0 | ' | ' | ' |
Forfeited or expired | 0 | ' | ' | ' |
Outstanding at Sep. 30, 2013 | 11,320,000 | 0.1 | 6.22 | 0 |
Exercisable at Sep. 30, 2013 | 3,926,667 | 0.1 | 6.85 | 0 |