Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 11, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | KSIX Media Holdings, Inc. | ||
Entity Central Index Key | 1,392,694 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 996,246 | ||
Entity Common Stock, Shares Outstanding | 37,912,432 | ||
Trading Symbol | KSIX | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 69,489 | $ 37,817 |
Accounts receivable, less allowance for doubtful accounts of $148 and $0, respectively | 275,092 | 281,658 |
Prepaid expenses | 1,462 | 4,462 |
Total current assets | 346,043 | 323,937 |
Property and Equipment, less accumulated depreciation of $1,147 and $19, respectively | 14,422 | 4,566 |
Intangible assets less accumulated amortization of $507,777 and $8,352, respectively | 2,266,358 | 1,134,810 |
Total assets | 2,626,823 | 1,463,313 |
Current liabilities: | ||
Accounts payable and accrued expenses | 355,597 | $ 138,325 |
Credit card liability | 274,135 | |
Deferred revenue | 518,240 | |
Advance from related party | 318,002 | $ 80,325 |
Current portion of long-term debt - related party | 26,875 | |
Notes payable and current portion of long-term debt | 1,104,159 | $ 416,645 |
Total current liabilities | 2,597,008 | $ 635,295 |
Long-term debt less current installments - related party | 80,625 | |
Long-term debt less current installments | 555,937 | $ 794,941 |
Total liabilities | $ 3,233,570 | $ 1,430,236 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Preferred stock: $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding | ||
Common stock: $0.001 par value; 100,000,000 shares authorized; 36,130,432 shares and 28,000,000 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | $ 36,130 | $ 28,000 |
Additional paid in capital | 784,929 | 12,000 |
Accumulated deficit | (1,427,806) | (6,923) |
Total stockholders’ equity (deficit) | (606,747) | 33,077 |
Total liabilities and stockholders’ equity (deficit) | $ 2,626,823 | $ 1,463,313 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 148 | $ 0 |
Accumulated depreciation | 1,147 | 19 |
Accumulated amortization of intangible assets | $ 507,777 | $ 8,352 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 36,130,432 | 28,000,000 |
Common stock, shares outstanding | 36,130,432 | 28,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 31,290 | $ 2,832,853 |
Cost of revenue | 21,855 | 2,332,194 |
Gross profit | 9,435 | 500,659 |
Costs and expenses | ||
Depreciation and amortization | 8,371 | 501,091 |
Selling, general and administrative | 61,851 | 1,320,535 |
Total costs and expenses | 70,222 | 1,821,626 |
Operating loss | (60,787) | (1,320,967) |
Other income (expense): | ||
Interest expense | $ (216) | (15,201) |
Interest and other income, net | $ 65 | |
Gain on bargain purchase | $ 54,080 | |
Total other income (expense) | 53,864 | $ (15,136) |
Net loss | $ (6,923) | $ (1,336,103) |
Net loss per common share, basic and diluted | $ 0 | $ (0.04) |
Weighted average common shares outstanding | 28,000,000 | 33,221,122 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Nov. 04, 2014 | |||||
Balance, shares at Nov. 04, 2014 | |||||
Common stock issued for founder | $ 20,000 | $ 20,000 | |||
Common stock issued for founder, shares | 20,000,000 | ||||
Common stock issued for Consulting contract | $ 1,000 | $ 19,000 | $ 20,000 | ||
Common stock issued for Consulting contract, shares | 1,000,000 | ||||
Reclassification of shares | $ 7,000 | $ (7,000) | |||
Reclassification of shares, shares | 7,000,000 | ||||
Net income | $ (6,923) | $ (6,923) | |||
Balance at Dec. 31, 2014 | $ 28,000 | $ 12,000 | $ (6,923) | 33,077 | |
Balance, shares at Dec. 31, 2014 | 28,000,000 | ||||
Common stock issued for Consulting contract | $ 48 | 14,832 | $ 14,880 | ||
Common stock issued for Consulting contract, shares | 48,000 | 48,000 | |||
Common stock issued for Acquisition of Ksix Media, Inc. | $ 3,114 | (12,000) | $ (84,780) | $ (93,666) | |
Common stock issued for Acquisition of Ksix Media, Inc., shares | 3,114,812 | ||||
Common stock issued for Cash | $ 3,718 | 296,347 | 300,065 | ||
Common stock issued for Cash, shares | 3,717,620 | ||||
Common stock issued for Acquisition of DigitizeIQ LLC | $ 1,250 | $ 473,750 | 475,000 | ||
Common stock issued for Acquisition of DigitizeIQ LLC, shares | 1,250,000 | ||||
Net income | $ (1,336,103) | (1,336,103) | |||
Balance at Dec. 31, 2015 | $ 36,130 | $ 784,929 | $ (1,427,806) | $ (606,747) | |
Balance, shares at Dec. 31, 2015 | 36,130,432 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Operating activities | ||
Net loss | $ (6,923) | $ (1,336,103) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 8,371 | $ 501,091 |
Gain on bargain purchase | (54,080) | |
Common stock of Ksix Media, Inc. issued for services | $ 40,000 | $ 62,880 |
Bad debt expense | 97,406 | |
Amortization of debt discount | 6,365 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | $ (3,486) | (86,040) |
Prepaid expenses | $ 253 | 3,000 |
Deferred revenue | 229,520 | |
Accounts payable and accrued expenses | $ (7,977) | 176,322 |
Credit card liability | 121,038 | |
Net cash used in operating activities | $ (23,842) | (224,521) |
Investing activities | ||
Purchase of property and equipment | (9,732) | |
Cash paid in acquisition of DigitizeIQ, LLC | (250,000) | |
Refund from seller of DigitizeIQ, LLC | 150,000 | |
Cash received in acquisition of DigitizeIQ, LLC | $ 128,063 | |
Cash paid in acquisition of KSIX and BMG | $ (50,000) | |
Cash received in acquisition of KSIX and BMG | 31,334 | |
Net cash provide by (used in) investing activities | $ (18,666) | $ 18,331 |
Financing activities | ||
Sale of common stock for cash | 300,065 | |
Advances from related party, net of repayment | $ 80,325 | 237,677 |
Loan repayment | (299,880) | |
Net cash provided by financing activities | $ 80,325 | 237,862 |
Net increase in cash and cash equivalents | $ 37,817 | 31,672 |
Cash and cash equivalents, beginning of period | 37,817 | |
Cash and cash equivalents, end of period | $ 37,817 | 69,489 |
Supplemental cash flow information | ||
Interest | $ 7,158 | |
Income taxes | ||
Non-cash investing and financing activities: | ||
Common stock issued for public relation services contract | $ 14,880 | |
Note payable issued in acquisition of KSIX and BMG | $ 950,000 | |
Notes payable issued in acquisition of DigitizeIQ, LLC | $ 750,000 | |
Common stock issued in acquisition of DigitizeIQ, LLC | $ 475,000 |
Basis of Presentation and Busin
Basis of Presentation and Business | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Business | 1 BASIS OF PRESENTATION AND BUSINESS Basis of presentation The accompanying consolidated financial statements include the accounts of KSIX Media Holdings, Inc. (Holdings), a Nevada corporation, and its wholly owned subsidiaries, Ksix Media, Inc. (Media), a Nevada corporation, Ksix, LLC (KSIX), a Nevada limited liability company that was formed on September 14, 2011, Blvd. Media Group, LLC (BMG), a Nevada limited liability company that was formed on January 29, 2009, DigitizeIQ, LLC (DIQ) an Illinois limited liability company that was formed on July 23, 2014 and North American Exploration, Inc. (NAE), a Nevada corporation that was incorporated on August 18, 2006 (collectively the Company). All significant intercompany balances and transactions have been eliminated in consolidation. On October 12, 2015, the Company entered into an Agreement for the Exchange of Common Stock (Agreement) with DIQ and its sole owner. DIQ is a full service digital advertising agency which became a wholly owned subsidiary of the Company. On or about April 27, 2015, KSIX Media Holdings, Inc. (formerly North American Energy Resources, Inc. the Registrant) (the Company) entered into a Share Exchange Agreement (the Agreement) with all of the shareholders of KSIX Media, Inc. whose primary business is the operation of a diverse advertising network through its wholly-owned subsidiaries KSIX and BMG. Pursuant to the Agreement, the Company acquired all of the issued and outstanding shares (22,600,000 shares) of the common stock of KSIX Media, Inc. from its shareholders in exchange for 28,000,000 restricted shares of its common stock. In July 2015, the Company completed the change of its name from North American Energy Resources, Inc. to KSIX Media Holdings, Inc. The share exchange agreement was accounted for as a reverse merger, whereby KSIX Media, Inc. is the accounting acquirer and KSIX Media Holdings, Inc. is the legal surviving reporting company. The historical financial statements represent those of KSIX Media, Inc. which was formed on November 5, 2014. On December 23, 2014, Media acquired the membership interests of KSIX and BMG, as described in Note 6. Prior to the consummation of the stock exchange agreement, North American Energy Resources, Inc. had an April 30 year end and KSIX Media, Inc. had a December 31 year end. The board of directors elected to change the year end to December 31 and assumed the fiscal year end of KSIX Media, Inc. Business description KSIX and BMG are internet marketing companies. KSIX is an advertising network designed to create revenue streams for their affiliates and to provide advertisers with increased measurable audience. KSIX provides performance based marketing solutions to drive traffic and conversions within a Cost-Per-Action (CPA) business model. KSIX has an online advertising network that works directly with advertisers and other networks to promote advertiser campaigns and manages offer tracking, reporting and distribution. BMG provides the tools for web publishers to drive traffic and increase revenue. BMGs mission is to monetize the Internet; promoting incentive based advertisements resulting in more clicks, greater lead generation and increased revenues. KSIX and BMG are both Las Vegas based technology companies, advertising networks, and SaaS (Software as a Service) developers that monetize web based content using custom developed enterprise software applications. DIQ is a full service digital advertising agency specializing in survey generation and landing page optimization specifically designed for mass tort action lawsuits. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates in the presentation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. Accounts receivable and allowance for doubtful accounts Accounts receivable are generally due thirty days from the invoice date. The Company has a policy of reserving for uncollectible accounts based on their best estimate of the amount of profitable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. The Company determines whether an allowance for doubtful accounts is required by evaluation of specific accounts where information indicates the customer may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted their efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. Credit risk In 2015 and 2014, the Company had cash deposits in certain banks that at times may have exceeded the maximum insured by the Federal Deposit Insurance Corporation. The Company monitors the financial condition of the banks and has experienced no losses on these accounts. Earnings (loss) per common share The Company is required to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive shares outstanding. At December 31, 2015 and 2014, there were no potentially dilutive common stock equivalents. Accordingly, basic and diluted earnings (loss) per share are the same for each of the periods presented. Contingencies Certain conditions may exist as of the date financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingencies related to legal proceeding that are pending against the Company or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or if probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. Share-Based Compensation The Company accounts for share-based compensation in accordance with Financial Accounting Standards Board (FASB) ASC 718, Compensation-Stock Compensation. Under the fair value recognition provisions of this pronouncement, share-based compensation cost is measured at the grant date based on the fair value of the award, reduced as appropriate based on estimated forfeitures, and is recognized as expense over the applicable vesting period of the stock award using the accelerated method. The excess tax benefit associated with stock compensation deductions have not been recorded in additional paid-in capital. When evaluating whether an excess tax benefit has been realized, share based compensation deductions are not considered realized until NOLs are no longer sufficient to offset taxable income. Such excess tax benefits will be recorded when realized. Property and equipment Property and equipment and software development costs are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets (generally three to seven years). Leasehold improvements are amortized over the life of the lease if it is shorter than the estimated useful life. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. Computer and office equipment is generally three to five years and office furniture is generally seven years. Revenue recognition The Company recognizes revenue in accordance with Accounting Standard Codification (ASC) 605-10 (previously Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition). Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Companys revenues are derived from online advertising sales and on a cost per thousand impressions (CPM), cost per lead (CPL), cost per action (CPA) and flat-fee basis. ● The Company earns CPM revenue from the display of graphical advertisements. An impression is delivered when an advertisement appears in pages viewed by users. Revenue from graphical advertisement impressions is recognized based on the actual impressions delivered in the period. ● Revenue from the display of text-based links to the websites of the Companys advertisers is recognized on a CPC basis, and search advertising is recognized as click-throughs occur. A click-through occurs when a user clicks on an advertisers link. ● Revenue from advertisers on a CPL basis is recognized in the period the leads are accepted by the client, following the execution of a service agreement and commencement of the services. ● Under the CPA format, the Company earns revenue based on a percentage or negotiated amount of a consumer transaction undertaken or initiated through its websites. Revenue is recognized at the time of the transaction. ● Revenue from flat-fee, listings-based services is based on a customers subscription to the service for up to twelve months and are recognized on a straight-line basis over the term of the subscription. Deferred revenue The Company generally requires prepayment of the initial contract amount in advance of services being performed. As such, the advance payment is deferred as a current liability until the Company delivers the surveys contracted. At that time revenue is recognized and the deferred revenue liability is reduced. Fair value instruments The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also established a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of observable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value. Level 1 quoted prices in active markets for identical assets and liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Income taxes We use the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (ASC) Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. Through December 23, 2014, KSIX and BMG operated as limited liability companies and all income and losses were passed through to the owners. Through October 12, 2015, DIQ operated as a limited liability company and all income and losses were passed through to its owner. Subsequent to the acquisition dates, these limited liability companies were owned by Ksix Holdings and became subject to income tax. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. Asset impairment and disposal of long-lived assets Long-lived assets, such as property, equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets or asset groups to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Assets to be disposed would be presented separately in the Consolidated Balance Sheet. Reclassifications Certain prior period amounts have been reclassified to conform to the current years presentation. Recent accounting pronouncements We have evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (ASU) through the date these financial statements were available to be issued and find no recent accounting pronouncements that would have a material impact on the financial statements of the Company. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3 GOING CONCERN The Company has not established sources of revenues sufficient to fund the development of its business, or to pay projected operating expenses and commitments for the next year. The Company has an accumulated deficit of $1,427,806 from inception through December 31, 2015, and incurred a loss of $1,336,103 for the year then ended. These factors, among others, create an uncertainty about our ability to continue as a going concern. The Company projects that it should be cash flow positive by the 3rd quarter ended September 30, 2016 from ongoing operations by the combination of increased cash flow from its current subsidiaries, as well as lowering our current debt burden. Currently, the Company is negotiating with several institutional investors for equity investment which will be used to pay down existing debt obligations and cover any operational shortfalls in the short term. In addition, the Company plans on conducting a self underwritten private offering of equity through a series of PIPE offerings over the next 45 to 90 days. Such PIPE capital raised by the Company will be utilized to further reduce our existing debt obligations, provide capital for the stabilization and eventual expansion of our core business operations, and to provide a working capital buffer for any potential longer term shortfalls until such time as we are cash flow positive. The Companys financial statements have been presented on the basis that it continues as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 4 ACQUISITIONS (a) On December 23, 2014, Media acquired the membership interests of KSIX and BMG, See Note 1. The consideration was a cash down payment of $50,000 and a note payable in the amount of $950,000 as described in Note 9. The assets acquired and liabilities assumed are summarized as follows: Cash $ 31,334 Accounts receivable 278,171 Prepaid expenses 4,715 Property and equipment 4,585 Intangible assets (See Note 5) 1,143,162 Total assets 1,461,967 Accounts payable and accrued expenses (146,301 ) Notes payable and long-term debt (261,586 ) Net assets acquired 1,054,080 Gain on bargain purchase (54,080 ) Consideration $ 1,000,000 KSIX and BMG operating results for the comparative year ended December 31, 2014 were as follows: 2014 Revenue $ 2,674,478 Net income $ 33,299 (b) On April 27, 2015, Holdings (formerly North American Energy Resources, Inc., the Registrant) entered into a Share Exchange Agreement (the Agreement) with all of the shareholders of Media. Pursuant to the Agreement, the Company acquired the 22,600,000 issued and outstanding shares of Media and issued 28,000,000 restricted shares of the Companys common stock in exchange. The transaction resulted in the shareholders of Media owning approximately 90% of the resulting outstanding shares at that time and accordingly, the transaction is accounted for as a reverse merger with Media being the accounting survivor of the Company. (c) On October 12, 2015, the Company entered into an Agreement for the Exchange of Common Stock (Agreement) with DIQ and its sole owner. DIQ, whose primary business operation is a full service digital advertising agency specializing in survey generation and landing page optimization specifically designed for mass tort action lawsuits, became a wholly owned subsidiary of the Company. The consideration included 1,250,000 shares of the Companys common stock, a cash payment of $250,000 and three $250,000 notes (see Note 9) The Company has estimated the fair value of the assets acquired and liabilities assumed as part of the acquisition and is currently undergoing a formal valuation and will adjust these estimates accordingly within the one year measurement period: Cash $ 128,063 Accounts receivable 4,800 Intangible assets (See Note 5) 1,630,973 Total assets 1,763,836 Accounts payable and accrued expenses (6,244 ) Credit card liability (153,097 ) Deferred revenue (288,720 ) Net assets acquired $ 1,315,775 Cash and notes issued, net $ 850,000 Debt discount (9,225 ) Value of common stock issued 475,000 Total consideration $ 1,315,775 Operating results for the period from inception (July 23, 2014) through December 31, 2014 and from January 1, 2015 through the date of acquisition (October 12, 2015) are included below: 2015 2014 Revenue $ 3,720,955 $ 876,699 Net income $ (250,664 ) $ (118,035 ) |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5 INTANGIBLE ASSETS Intangible assets are as follows: Ksix and BMG - The customer lists and related contracts of KSIX and BMG were recorded at their fair value of $1,143,162 upon their acquisition on December 23, 2014. The Company has determined a useful life of existing contracts and customer lists of three years and is amortizing the cost over that period. DIQ - The customer lists and related contracts of DIQ were recorded at their fair value of $1,630,973 upon their acquisition on October 12, 2015. The Company has estimated the fair value of the assets acquired and liabilities assumed as part of the acquisition and is currently undergoing a formal valuation and will adjust these estimates accordingly within the one year measurement period. The Company has determined a useful life of existing contracts and customer lists of three years and is amortizing the cost over that period. 2015 2014 Cost $ 2,774,135 $ 1,143,162 Accumulated amortization (507,777 ) (8,352 ) Balance $ 2,266,358 $ 1,134,810 Amortization expense: $ 499,425 $ 8,352 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | 6 DEFERRED REVENUE The Company bills in advance for services to be rendered for the majority of the business of DIQ. As of December 31, 2015, the Company had received $518,240 from its customers for which services had yet to be delivered. |
Credit Card Liability
Credit Card Liability | 12 Months Ended |
Dec. 31, 2015 | |
Credit Card Liability | |
Credit Card Liability | 7 CREDIT CARD LIABILITY The Company maintains an arrangement with its bank for its DIQ operation, whereby it utilizes credit cards to pay the majority of its trade obligations. The bank charges no interest on the outstanding credit card balance, which is required to be repaid at the end of each billing cycle. In the event the payment is not timely made, the bank charges a fee equal to 2% of the outstanding balance. The Companys credit limit is approximately $500,000. At December 31, 2015, the Companys credit card liability was $274,135. |
Notes Payable and Long-Term Deb
Notes Payable and Long-Term Debt – Related Party | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable And Long-term Debt Related Party | |
Notes Payable and Long-Term Debt - Related Party | 8 NOTES PAYABLE AND LONG-TERM DEBT RELATED PARTY As of December 31, 2015 and December 31, 2014, notes payable and long-term debt due to a related party consists of: December 31, 2015 December 31, 2014 Note payable to director due in four equal annual installments of $26,875 on April 28 of each year, non-interest bearing 107,500 - 107,500 - Less current portion - related party 26,875 - Long-term debt - related party $ 80,625 $ - |
Notes Payable and Long-Term D15
Notes Payable and Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable and Long-Term Debt | 9 NOTES PAYABLE AND LONG-TERM DEBT As of December 31, 2015 and December 31, 2014, notes payable and long-term debt consists of: December 31, 2015 December 31, 2014 On October 26, 2011, the Company entered into a note payable in the amount of $362,257, relating to a Unit redemption agreement bearing interest at 6% per annum and is payable in equal monthly installments of $7,003, inclusive of interest $ 91,706 $ 161,586 On December 26, 2014, the Company entered into a secured promissory note in the original amount of $950,000 which is due and payable in 24 monthly installments, without interest. The balance is due on January 1, 2017. The note is secured by a pledge agreement of the holders former membership units that were acquired with the proceeds. If the Company pays a total of $800,000 by December 31, 2016, the remaining balance of the note will be forgiven 720,000 950,000 Note payable to former officer due in four equal annual installments of $25,313 on April 28 of each year, non-interest bearing 101,250 - Notes payable to seller of DigitizeIQ, LLC due as noted below ¹ 747,140 - Bridge note payable, bearing interest at 9% per annum that matures October 15, 2015 - 100,000 1,660,096 1,211,586 Less current portion 1,104,159 416,645 Long-term debt $ 555,937 $ 794,941 Common stock was issued for the bridge note payable in the amount of $100,000 on April 27, 2015, pre merger. ¹ Includes a series of notes as follows: ● Issue a non-interest bearing Promissory Note made payable to the Seller in the amount of $250,000, which shall be due on November 12, 2015; (Paid February 26, 2016). ● Issue a second non-interest bearing Promissory Note made payable to the Seller in the amount of $250,000, which shall be due on January 12, 2016; ● Issue a third non-interest bearing Promissory Note made payable to the Seller in the amount of $250,000, which shall be due on March 12, 2016. Pursuant to the terms of the Promissory Notes, the Company, with proper notice to the Seller, shall have a thirty (30) day grace period to cure any default resulting from the failure to pay the Seller or his assigns by the due date of each of the three listed Promissory Notes. As of March 12, 2016, the $250,000 notes due January 12, 2016 and March 12, 2016 remain unpaid. The Company is renegotiating the terms of the notes. The notes bear interest at 5% per annum when in default (after the due date). The notes were non-interest bearing until due. Accordingly, a debt discount at 5% per annum was calculated for the notes and is being amortized to interest expense. The net carrying value of the notes follows. 2015 Face value of notes $ 750,000 Unamortized debt discount (2,860 ) Carrying value of notes $ 747,140 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10 INCOME TAXES The income tax provision (benefit) consists of the following: 2015 2014 Federal: Current $ - $ - Deferred (454,300 ) (2,400 ) Change in valuation allowance 454,300 2,400 $ - $ - The Companys income is earned in Nevada, and is thus not subject to state income tax. The expected tax benefit based on the statutory rate is reconciled with actual tax benefit as follows: 2015 2014 U.S. federal statutory rate -34.0 % -34.0 % State income tax, net of federal benefit 0.0 % 0.0 % Increase (decrease) in valuation allowance 34.0 % 34.0 % 0.0 % 0.0 % Deferred tax assets consist of the effects of temporary differences attributable to the following: 2015 2014 Deferred tax assets Net operating losses $ 443,400 $ 2,400 Option compensation accrual 13,300 - Deferred tax assets 456,700 2,400 Valuation allowance (456,700 ) (2,400 ) Deferred tax assets, net of valuation allowance $ - $ - At December 31, 2015, the Company has net operating loss carryforwards in the amount of approximately $1,304,000, which expires between 2034 and 2035. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholder's Equity | 11 Stockholders equity PREFERRED STOCK The Company has 100,000,000 shares of its $0.001 par value preferred stock authorized. At December 31, 2015 and December 31, 2014, the Company had no preferred shares issued and outstanding. COMMON STOCK The Company has 100,000,000 shares of its $0.001 par value common stock authorized. At December 31, 2015 and December 31, 2014, the Company had 36,130,432 shares and 28,000,000 shares issued and outstanding, respectively. Prior to the merger between the Company and Ksix Media, Inc., Ksix Media, Inc. issued its common stock valued at $48,000 in exchange for consulting services and issued 1,000,000 Ksix Media common shares in exchange for a $100,000 convertible note payable. On April 27, 2015, the Company had 3,114,812 common shares outstanding when they issued 28,000,000 shares in the acquisition of Ksix Media, Inc. On May 18, 2015, the Company sold 930,000 shares for $75,065 in cash. On June 4, 2015, the Company sold 1,053,100 shares for $85,000 in cash. On July 16, 2015, the Company sold 1,734,520 shares for $140,000 in cash. On September 29, 2015, the Company issued 48,000 shares of its common stock for a public relation services contract for services to be performed in the fourth quarter. The stock was valued at the trading price on the date of the agreement and the resulting $14,880 was included in consulting expense. On October 12, 2015, the Company issued 1,250,000 shares of its common stock as a portion of the consideration for the acquisition of DIQ, see Note 4. The stock was valued at $475,000 based on its trading price on the date of the agreement. COMMON STOCK OPTIONS Pursuant to his employment agreement with the Company, Carter Matzinger was awarded a Performance Based Stock Option of 3,000,000 shares of the Companys common stock and a Time Based Stock Option of up to 3,000,000 shares of Common Stock of the Company. Both sets of options come with Registration Rights and when requested by Mr. Matzinger, the Company will be required to file a Form S-8 Registration Statement. The terms of both types of common stock option awards are described as follows: Performance Based Stock Options ● Stock Option #1 (Vests after revenues resulting in $10M in Annual Sales) to purchase up to 1,000,000 shares of the common stock of the Company (good for 3 years from vesting) at $0.12 per share. ● Stock Option #2 (Vests after revenues resulting in $15M annual sales) to purchase 1,000,000 shares of the common stock of the Company (good for 3 years from vesting) at $0.30 per share. ● Stock Option #3 (Vests after revenues resulting in $20M annual sales) to purchase 1,000,000 shares of the common stock of the Company (good for 3 years from vesting) at $0.50 per share. Time Based Stock Options ● Stock Option #4 (Vests One Year from date of Employment Agreement) to purchase 1,000,000 shares of the common stock of the Company (good for 3 years from vesting) at a price of $0.12 per share. ● Stock Option #5 (Vests One Year from date of Employment Agreement) to purchase 1,000,000 shares of the common stock of the Company (good for 3 years from vesting) at a price of $0.30 per share. ● Stock Option #6 (Vests One Year from date of Employment Agreement) to purchase 1,000,000 shares of the common stock of the Company (good for 3 years from vesting) at a price of $0.50 per share. The following assumptions were used to value the options: Expected term 4 years Expected average volatility 75 % Expected dividend yield 0 % Risk-free interest rate 3.5 % Expected annual forfeiture rate 0 % No value was recorded for the performance based stock options. The time based stock options were valued at $588,283, based on the assumptions above, and an accrual of $39,219 was recorded as amortization of this amount, in compensation expense and accrued expenses. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12 RELATED PARTY TRANSACTIONS The Companys chief executive officer has advanced the Company an aggregate of $487,325 ($80,325 at December 31, 2014) on a non-interest bearing basis, which is being used for working capital. The advance has no fixed maturity. During the year ended December 31, 2015, $169,323 was repaid, leaving a balance of $318,002. See Note 8 for long-term debt due to a director. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13 SUBSEQUENT EVENTS The Company has evaluated events occurring subsequent to December 31, 2015 and through the date these financial statements were available to be issued. SENIOR SECURED CREDIT FACILITY AGREEMENT On February 24, 2016, the Company executed a Senior Secured Credit Facility Agreement (Senior Credit Facility) in the maximum amount of $5,000,000 together with a Convertible Promissory Note (Convertible Note) in the amount of $750,000 with TCA Global Credit Master Fund, LP (TCA). The initial loan advance was $400,000 and requires monthly interest only payments for two months and then sixteen monthly payments of $28,306, including interest at 18% per annum. The obligation is secured by substantially all assets of the Company and its subsidiaries. The Senior Credit Facility includes a provision for advisory fees in the amount of $300,000 which was paid when the Company issued 1,782,000 shares of its common stock to TCA (the Advisory Shares) on or about March 24, 2016. If TCA is unable to collect the $300,000 from sales of the Advisory Shares within twelve months, the Company is obligated to issue additional shares to TCA until TCA is able to collect the full $300,000. Should TCA still be unable to collect the full $300,000, and after at least one year, TCA can require the Company to redeem any remaining shares for an amount equal to $300,000 less the sales proceeds that TCA has collected. In the event TCA sells the Advisory Shares for more than $300,000, the excess proceeds, together with unsold common shares will be returned to the Company. As long as there is no default under the terms of the Senior Credit Facility, TCA is limited to weekly sales of the Advisory Shares equal to no more than 20% of the average weekly volume of the Companys common stock on its principal trading market. The Convertible Note is convertible into the Common Stock of the Company upon the event of: (1) a default under any of the loan documents between the Company and TCA; or (2) mutual agreement between the Company and TCA, at which time TCA may convert all or a portion of the outstanding principal, accrued and unpaid interest into shares of the Common Stock of the Company calculated by the conversion amount divided by 85% of the lowest of the daily weighted average price of the Companys Common Stock during five business days immediately prior to the date of the request of conversion (the Conversion). Pursuant to the terms of the Convertible Note, TCA is limited to beneficial ownership of not more than 4.99% of the issued and outstanding Common Stock of the Company after taking into effect the Common Stock to be issued pursuant to the Conversion. The Company is also responsible for other transaction, due diligence and legal fees of $42,500. The proceeds from the loan were used to pay a $250,000 note to the seller of DIQ and for working capital. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates in the Presentation of Financial Statements | Use of estimates in the presentation of financial statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are generally due thirty days from the invoice date. The Company has a policy of reserving for uncollectible accounts based on their best estimate of the amount of profitable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required. The Company determines whether an allowance for doubtful accounts is required by evaluation of specific accounts where information indicates the customer may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted their efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. |
Credit Risk | Credit risk In 2015 and 2014, the Company had cash deposits in certain banks that at times may have exceeded the maximum insured by the Federal Deposit Insurance Corporation. The Company monitors the financial condition of the banks and has experienced no losses on these accounts. |
Earnings (loss) Per Common Share | Earnings (loss) per common share The Company is required to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive shares outstanding. At December 31, 2015 and 2014, there were no potentially dilutive common stock equivalents. Accordingly, basic and diluted earnings (loss) per share are the same for each of the periods presented. |
Contingencies | Contingencies Certain conditions may exist as of the date financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingencies related to legal proceeding that are pending against the Company or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or if probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation in accordance with Financial Accounting Standards Board (FASB) ASC 718, Compensation-Stock Compensation. Under the fair value recognition provisions of this pronouncement, share-based compensation cost is measured at the grant date based on the fair value of the award, reduced as appropriate based on estimated forfeitures, and is recognized as expense over the applicable vesting period of the stock award using the accelerated method. The excess tax benefit associated with stock compensation deductions have not been recorded in additional paid-in capital. When evaluating whether an excess tax benefit has been realized, share based compensation deductions are not considered realized until NOLs are no longer sufficient to offset taxable income. Such excess tax benefits will be recorded when realized. |
Property and Equipment | Property and equipment Property and equipment and software development costs are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets (generally three to seven years). Leasehold improvements are amortized over the life of the lease if it is shorter than the estimated useful life. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. Computer and office equipment is generally three to five years and office furniture is generally seven years. |
Revenue Recognition | Revenue recognition The Company recognizes revenue in accordance with Accounting Standard Codification (ASC) 605-10 (previously Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition). Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Companys revenues are derived from online advertising sales and on a cost per thousand impressions (CPM), cost per lead (CPL), cost per action (CPA) and flat-fee basis. ● The Company earns CPM revenue from the display of graphical advertisements. An impression is delivered when an advertisement appears in pages viewed by users. Revenue from graphical advertisement impressions is recognized based on the actual impressions delivered in the period. ● Revenue from the display of text-based links to the websites of the Companys advertisers is recognized on a CPC basis, and search advertising is recognized as click-throughs occur. A click-through occurs when a user clicks on an advertisers link. ● Revenue from advertisers on a CPL basis is recognized in the period the leads are accepted by the client, following the execution of a service agreement and commencement of the services. ● Under the CPA format, the Company earns revenue based on a percentage or negotiated amount of a consumer transaction undertaken or initiated through its websites. Revenue is recognized at the time of the transaction. ● Revenue from flat-fee, listings-based services is based on a customers subscription to the service for up to twelve months and are recognized on a straight-line basis over the term of the subscription. |
Deferred Revenue | Deferred revenue The Company generally requires prepayment of the initial contract amount in advance of services being performed. As such, the advance payment is deferred as a current liability until the Company delivers the surveys contracted. At that time revenue is recognized and the deferred revenue liability is reduced. |
Fair Value Instruments | Fair value instruments The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also established a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of observable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value. Level 1 quoted prices in active markets for identical assets and liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions |
Income Taxes | Income taxes We use the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (ASC) Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. Through December 23, 2014, KSIX and BMG operated as limited liability companies and all income and losses were passed through to the owners. Through October 12, 2015, DIQ operated as a limited liability company and all income and losses were passed through to its owner. Subsequent to the acquisition dates, these limited liability companies were owned by Ksix Holdings and became subject to income tax. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. |
Asset Impairment and Disposal of Long-lived Assets | Asset impairment and disposal of long-lived assets Long-lived assets, such as property, equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets or asset groups to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Assets to be disposed would be presented separately in the Consolidated Balance Sheet. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current years presentation. |
Recent Accounting Pronouncements | Recent accounting pronouncements We have evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (ASU) through the date these financial statements were available to be issued and find no recent accounting pronouncements that would have a material impact on the financial statements of the Company. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
KSIX and BMG [Member] | |
Summary of Acquisitions of Assets and Liabilities Assumed | Cash $ 31,334 Accounts receivable 278,171 Prepaid expenses 4,715 Property and equipment 4,585 Intangible assets (See Note 5) 1,143,162 Total assets 1,461,967 Accounts payable and accrued expenses (146,301 ) Notes payable and long-term debt (261,586 ) Net assets acquired 1,054,080 Gain on bargain purchase (54,080 ) Consideration $ 1,000,000 |
Summary of KSIX and BMG Operating Results | KSIX and BMG operating results for the comparative year ended December 31, 2014 were as follows: 2014 Revenue $ 2,674,478 Net income $ 33,299 |
DigitizeIQ, LLC [Member] | |
Summary of Acquisitions of Assets and Liabilities Assumed | The Company has estimated the fair value of the assets acquired and liabilities assumed as part of the acquisition and is currently undergoing a formal valuation and will adjust these estimates accordingly within the one year measurement period: Cash $ 128,063 Accounts receivable 4,800 Intangible assets (See Note 5) 1,630,973 Total assets 1,763,836 Accounts payable and accrued expenses (6,244 ) Credit card liability (153,097 ) Deferred revenue (288,720 ) Net assets acquired $ 1,315,775 Cash and notes issued, net $ 850,000 Debt discount (9,225 ) Value of common stock issued 475,000 Total consideration $ 1,315,775 |
Summary of KSIX and BMG Operating Results | Operating results for the period from inception (July 23, 2014) through December 31, 2014 and from January 1, 2015 through the date of acquisition (October 12, 2015) are included below: 2015 2014 Revenue $ 3,720,955 $ 876,699 Net income $ (250,664 ) $ (118,035 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company has determined a useful life of existing contracts and customer lists of three years and is amortizing the cost over that period. 2015 2014 Cost $ 2,774,135 $ 1,143,162 Accumulated amortization (507,777 ) (8,352 ) Balance $ 2,266,358 $ 1,134,810 Amortization expense: $ 499,425 $ 8,352 |
Notes Payable and Long-Term D23
Notes Payable and Long-Term Debt – Related Party (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable And Long-term Debt Related Party Tables | |
Schedule of Notes Payable and Long Term Debt Related Party | As of December 31, 2015 and December 31, 2014, notes payable and long-term debt due to a related party consists of: December 31, 2015 December 31, 2014 Note payable to director due in four equal annual installments of $26,875 on April 28 of each year, non-interest bearing 107,500 - 107,500 - Less current portion - related party 26,875 - Long-term debt - related party $ 80,625 $ - |
Notes Payable and Long-Term D24
Notes Payable and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Long-Term Debt | As of December 31, 2015 and December 31, 2014, notes payable and long-term debt consists of: December 31, 2015 December 31, 2014 On October 26, 2011, the Company entered into a note payable in the amount of $362,257, relating to a Unit redemption agreement bearing interest at 6% per annum and is payable in equal monthly installments of $7,003, inclusive of interest $ 91,706 $ 161,586 On December 26, 2014, the Company entered into a secured promissory note in the original amount of $950,000 which is due and payable in 24 monthly installments, without interest. The balance is due on January 1, 2017. The note is secured by a pledge agreement of the holders former membership units that were acquired with the proceeds. If the Company pays a total of $800,000 by December 31, 2016, the remaining balance of the note will be forgiven 720,000 950,000 Note payable to former officer due in four equal annual installments of $25,313 on April 28 of each year, non-interest bearing 101,250 - Notes payable to seller of DigitizeIQ, LLC due as noted below ¹ 747,140 - Bridge note payable, bearing interest at 9% per annum that matures October 15, 2015 - 100,000 1,660,096 1,211,586 Less current portion 1,104,159 416,645 Long-term debt $ 555,937 $ 794,941 |
Schedule of Net Carrying Value of Notes | The net carrying value of the notes follows. 2015 Face value of notes $ 750,000 Unamortized debt discount (2,860 ) Carrying value of notes $ 747,140 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following: 2015 2014 Federal: Current $ - $ - Deferred (454,300 ) (2,400 ) Change in valuation allowance 454,300 2,400 $ - $ - |
Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefits from Income Taxes | The expected tax benefit based on the statutory rate is reconciled with actual tax benefit as follows: 2015 2014 U.S. federal statutory rate -34.0 % -34.0 % State income tax, net of federal benefit 0.0 % 0.0 % Increase (decrease) in valuation allowance 34.0 % 34.0 % 0.0 % 0.0 % |
Components of Deferred Tax Assets and Related Valuation Allowances | Deferred tax assets consist of the effects of temporary differences attributable to the following: 2015 2014 Deferred tax assets Net operating losses $ 443,400 $ 2,400 Option compensation accrual 13,300 - Deferred tax assets 456,700 2,400 Valuation allowance (456,700 ) (2,400 ) Deferred tax assets, net of valuation allowance $ - $ - |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Tables | |
Schedule of Assumption Used Value of Options | The following assumptions were used to value the options: Expected term 4 years Expected average volatility 75 % Expected dividend yield 0 % Risk-free interest rate 3.5 % Expected annual forfeiture rate 0 % |
Basis of Presentation and Bus27
Basis of Presentation and Business (Details Narrative) | Apr. 27, 2015shares |
Number of shares acquired all of issued and outstanding shares | 28,000,000 |
North American Energy Resources Inc [Member] | |
Number of shares acquired all of issued and outstanding shares | 22,600,000 |
Shareholders in exchange for restricted shares of common stock | 28,000,000 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | |
Property and equipment estimated useful life | 3 years |
Minimum [Member] | Computer and Office Equipment [Member] | |
Property and equipment estimated useful life | 3 years |
Maximum [Member] | |
Property and equipment estimated useful life | 7 years |
Maximum [Member] | Computer and Office Equipment [Member] | |
Property and equipment estimated useful life | 5 years |
Maximum [Member] | Office Furniture [Member] | |
Property and equipment estimated useful life | 7 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 6,923 | $ 1,427,806 |
Net loss | $ 6,923 | $ 1,336,103 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Dec. 23, 2015 | Oct. 12, 2015 | Apr. 27, 2015 | Oct. 12, 2015 |
Consideration paid with cash down payment | $ 50,000 | |||
Notes payable | $ 950,000 | |||
Number of shares acquired all of issued and outstanding shares | 28,000,000 | |||
DigitizeIQ, LLC [Member] | ||||
Number of shares acquired all of issued and outstanding shares | 1,250,000 | |||
Number of common stock issued for consideration cash payment | $ 1,315,775 | |||
Share Exchange Agreement [Member] | DigitizeIQ, LLC [Member] | ||||
Notes payable | $ 250,000 | $ 250,000 | ||
Number of shares acquired all of issued and outstanding shares | 1,250,000 | |||
Number of common stock issued for consideration cash payment | $ 250,000 | |||
Share Exchange Agreement [Member] | Shareholders of Media [Member] | ||||
Number of shares acquired all of issued and outstanding shares | 22,600,000 | |||
Shareholders in exchange for restricted shares of common stock | 28,000,000 | |||
Percentage of outstanding shares owned by shareholders of media | 90.00% |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisitions of Assets and Liabilities Assumed (Details) - USD ($) | Oct. 12, 2015 | Dec. 23, 2014 | Dec. 31, 2014 | Dec. 31, 2015 |
Gain on bargain purchase | $ 54,080 | |||
KSIX and BMG [Member] | ||||
Cash | $ 31,334 | |||
Accounts receivable | 278,171 | |||
Prepaid expenses | 4,715 | |||
Property and equipment | 4,585 | |||
Intangible assets (See Note 5) | 1,143,162 | |||
Total assets | 1,461,967 | |||
Accounts payable and accrued expenses | (146,301) | |||
Notes payable and long-term debt | (261,586) | |||
Net assets acquired | 1,054,080 | |||
Gain on bargain purchase | (54,080) | |||
Consideration | $ 1,000,000 | |||
DigitizeIQ, LLC [Member] | ||||
Cash | $ 128,063 | |||
Accounts receivable | 4,800 | |||
Intangible assets (See Note 5) | 1,630,973 | |||
Total assets | 1,763,836 | |||
Accounts payable and accrued expenses | (6,244) | |||
Credit card liability | (153,097) | |||
Deferred revenue | (288,720) | |||
Net assets acquired | 1,315,775 | |||
Cash and notes issued, net | 850,000 | |||
Debt discount | (9,225) | |||
Value of common stock issued | 475,000 | |||
Consideration | $ 1,315,775 |
Acquisitions - Summary of KSIX
Acquisitions - Summary of KSIX and BMG Operating Results (Details) - USD ($) | 2 Months Ended | 5 Months Ended | 9 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | Oct. 12, 2015 | |
KSIX and BMG [Member] | |||
Revenue | $ 2,674,478 | ||
Net income | $ 33,299 | ||
DigitizeIQ, LLC [Member] | |||
Revenue | $ 876,699 | $ 3,720,955 | |
Net income | $ (118,035) | $ (250,664) |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Oct. 12, 2015 | Dec. 23, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Intangible assets of customer lists and related fair value | $ 2,774,135 | $ 1,143,162 | ||
KSIX and BMG [Member] | ||||
Intangible assets of customer lists and related fair value | $ 1,143,162 | |||
Estimated useful life of existing contracts and customer lists | 3 years | |||
DigitizeIQ, LLC [Member] | ||||
Intangible assets of customer lists and related fair value | $ 1,630,973 | |||
Estimated useful life of existing contracts and customer lists | 3 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost | $ 1,143,162 | $ 2,774,135 |
Accumulated amortization | (8,352) | (507,777) |
Balance | 1,134,810 | 2,266,358 |
Amortization expense | $ 8,352 | $ 499,425 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Revenue Details Narrative | ||
Deferred revenue | $ 518,240 |
Credit Card Liability (Details
Credit Card Liability (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Credit Card Liability Details Narrative | ||
Percentage of change in fee | 2.00% | |
Credit limit amount | $ 500,000 | |
Credit card liability | $ 274,135 |
Notes Payable and Long-Term D37
Notes Payable and Long-Term Debt - Related Party - Schedule of Notes Payable and Long Term Debt Related Party (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Long-term debt - related party Gross | $ 107,500 | |
Less current portion - related party | 26,875 | |
Long-term debt - related party | 80,625 | |
Note Payable to Director Due in Four Equal Annual Installments of $26,875 on April 28 of Each Year, Non-interest Bearing [Member] | ||
Long-term debt - related party Gross | $ 107,500 |
Notes Payable and Long-Term D38
Notes Payable and Long-Term Debt - Related Party - Schedule of Notes Payable and Long Term Debt Related Party (Details) (Parenthetical) | Dec. 31, 2015USD ($) |
Note Payable to Director Due in Four Equal Annual Installments of $26,875 on April 28 of Each Year, Non-interest Bearing [Member] | |
Note payable annual installments | $ 26,875 |
Notes Payable and Long-Term D39
Notes Payable and Long-Term Debt (Details Narrative) - USD ($) | Apr. 27, 2015 | Dec. 31, 2015 | Dec. 23, 2015 |
Common stock issued for bridge note payable | $ 100,000 | ||
Notes payable | $ 950,000 | ||
March 12, 2016 [Member] | |||
Debt instrument matures date | Jan. 12, 2016 | ||
Notes payable | $ 250,000 | ||
Debt bearing interest per annum | 5.00% | ||
Non Interest Bearing Promissory Note Payable [Member] | |||
Payable in equal monthly installments | $ 250,000 | ||
Debt instrument matures date | Nov. 12, 2015 | ||
Second Non Interest Bearing Promissory Note Payable [Member] | |||
Payable in equal monthly installments | $ 250,000 | ||
Debt instrument matures date | Jan. 12, 2016 | ||
Third Non Interest Bearing Promissory Note Payable [Member] | |||
Payable in equal monthly installments | $ 250,000 | ||
Debt instrument matures date | Mar. 12, 2016 |
Notes Payable and Long-Term D40
Notes Payable and Long-Term Debt - Schedule of Notes Payable and Long-Term Debt (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Long term debt gross | $ 1,660,096 | $ 1,211,586 |
Less current portion | 1,104,159 | 416,645 |
Notes payable and long-term debt | 555,937 | 794,941 |
Notes Payable And Long-term Debt One [Member] | ||
Long term debt gross | 91,706 | 161,586 |
Notes Payable And Long-term Debt Two [Member] | ||
Long term debt gross | 720,000 | $ 950,000 |
Notes Payable And Long-term Debt Three [Member] | ||
Long term debt gross | 101,250 | |
Notes Payable And Long-term Debt Four [Member] | ||
Long term debt gross | $ 747,140 | |
Notes Payable And Long-term Debt Five [Member] | ||
Long term debt gross | $ 100,000 |
Notes Payable and Long-Term D41
Notes Payable and Long-Term Debt - Schedule of Notes Payable and Long-Term Debt (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 23, 2015 | |
Notes payable | $ 950,000 | ||
Notes Payable And Long-term Debt One [Member] | |||
Notes payable | $ 362,257 | $ 362,257 | |
Debt bearing interest per annum | 6.00% | 6.00% | |
Payable in equal monthly installments | $ 7,003 | $ 7,003 | |
Notes Payable And Long-term Debt Two [Member] | |||
Notes payable | 800,000 | 800,000 | |
Promissory note | $ 950,000 | $ 950,000 | |
Debt instrument matures date | Jan. 1, 2017 | Jan. 1, 2017 | |
Notes Payable And Long-term Debt Three [Member] | |||
Payable in equal monthly installments | $ 25,313 | $ 25,313 | |
Notes Payable And Long-term Debt Five [Member] | |||
Debt bearing interest per annum | 9.00% | 9.00% | |
Debt instrument matures date | Oct. 15, 2015 | Oct. 15, 2015 |
Notes Payable and Long-Term D42
Notes Payable and Long-Term Debt - Schedule of Net Carrying Value of Notes (Details) | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
Face value of notes | $ 750,000 |
Unamortized debt discount | (2,860) |
Carrying value of notes | $ 747,140 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Taxes Details Narrative | |
Net operating loss carry forwards | $ 1,304,000 |
Operating loss carryforwards expiration date description | expires between 2034 and 2035. |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes Details Narrative | ||
Current | ||
Deferred | $ (454,300) | $ (2,400) |
Change in Valuation Allowance | $ 454,300 | $ 2,400 |
Income Tax Benefit |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefits from Income Taxes (Details) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Income Taxes Details Narrative | ||
U.S. federal statutory rate | (34.00%) | (34.00%) |
State income tax, net of federal benefit | 0.00% | 0.00% |
Increase (decrease) in valuation allowance | 34.00% | 34.00% |
Effective income tax rates | 0.00% | 0.00% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Related Valuation Allowances (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes - Components Of Deferred Tax Assets And Related Valuation Allowances Details | ||
Deferred tax assets Net operating loss carryforwards | $ 443,400 | $ 2,400 |
Deferred tax assets, Employee benefits and deferred compensation | 13,300 | |
Deferred tax assets | 456,700 | $ 2,400 |
Valuation Allowance | $ (456,700) | $ (2,400) |
Deferred tax assets, net of valuation allowance |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | Sep. 29, 2015 | Jul. 16, 2015 | Jun. 04, 2015 | May. 18, 2015 | Apr. 27, 2015 | Oct. 12, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Common stock, shares issued | 36,130,432 | 28,000,000 | ||||||
Common stock, shares outstanding | 3,114,812 | 36,130,432 | 28,000,000 | |||||
Common stock issued for services | 48,000 | 48,000 | ||||||
Common shares in exchange for convertible note payable, shares | 1,000,000 | |||||||
Common shares in exchange for convertible note payable | $ 100,000 | |||||||
Number of common shares issued for acquisition | 28,000,000 | |||||||
Number of shares sold | 1,734,520 | 1,053,100 | 930,000 | |||||
Number of shares sold value | $ 140,000 | $ 85,000 | $ 75,065 | |||||
Prepaid expenses in current assets | $ 14,880 | 1,462 | $ 4,462 | |||||
Number of common stock for acquisition | (93,666) | |||||||
Stock options based value | 588,283 | |||||||
Compensation expense and accrued expenses | $ 39,219 | |||||||
Performance Based Stock Options [Member] | ||||||||
Number of common stock shares compensation | 3,000,000 | |||||||
Performance Based Stock Options [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||
Revenues | $ 10,000,000 | |||||||
Stock option to purchase shares common stock vested | 1,000,000 | |||||||
Vesting Period | 3 years | |||||||
Stock option vesting price per share | $ 0.12 | |||||||
Performance Based Stock Options [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||
Revenues | $ 15,000,000 | |||||||
Stock option to purchase shares common stock vested | 1,000,000 | |||||||
Vesting Period | 3 years | |||||||
Stock option vesting price per share | $ 0.30 | |||||||
Performance Based Stock Options [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||
Revenues | $ 20,000,000 | |||||||
Stock option to purchase shares common stock vested | 1,000,000 | |||||||
Vesting Period | 3 years | |||||||
Stock option vesting price per share | $ 0.50 | |||||||
Time Based Stock Options [Member] | ||||||||
Number of common stock shares compensation | 3,000,000 | |||||||
Time Based Stock Options [Member] | Share-based Compensation Award, Tranche Four [Member] | ||||||||
Stock option to purchase shares common stock vested | 1,000,000 | |||||||
Vesting Period | 3 years | |||||||
Stock option vesting price per share | $ 0.12 | |||||||
Time Based Stock Options [Member] | Share-based Compensation Award, Tranche Five [Member] | ||||||||
Stock option to purchase shares common stock vested | 1,000,000 | |||||||
Vesting Period | 3 years | |||||||
Stock option vesting price per share | $ 0.30 | |||||||
Time Based Stock Options [Member] | Share-based Compensation Award, Tranche Six [Member] | ||||||||
Stock option to purchase shares common stock vested | 1,000,000 | |||||||
Vesting Period | 3 years | |||||||
Stock option vesting price per share | $ 0.50 | |||||||
DigitizeIQ, LLC [Member] | ||||||||
Number of common shares issued for acquisition | 1,250,000 | |||||||
Number of common stock for acquisition | $ 475,000 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Assumption Used Value of Options (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity - Schedule Of Assumption Used Value Of Options Details | |
Expected term | 4 years |
Expected average volatility | 75.00% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 3.50% |
Expected annual forfeiture rate | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Advance to related party | $ 318,002 | $ 80,325 |
Repayment of related party advances | $ 169,323 | |
Chief Executive Officer [Member] | ||
Advance to related party | $ 487,325 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 24, 2016 | Feb. 24, 2016 | Dec. 31, 2014 | Dec. 31, 2015 |
Loan advance | $ 80,325 | $ 237,677 | ||
Subsequent Event [Member] | TCA Global Credit Master Fund, LP [Member] | ||||
Convertible promissory note | $ 750,000 | |||
Loan advance | 400,000 | |||
Loan monthly payments | $ 28,306 | |||
Interest rate | 18.00% | |||
Percentage of lowest of daily weighted average price | 85.00% | |||
Percentage of issued and outstanding of common stock | 4.99% | |||
Legal fees | $ 42,500 | |||
Payment of note payable | 250,000 | |||
Subsequent Event [Member] | Senior Secured Credit Facility Agreement [Member] | ||||
Line of credit maximum amount | $ 5,000,000 | |||
Advisory fees | $ 300,000 | |||
Number of common stock shares issued | 1,782,000 | |||
Proceeds from sale of common stock | $ 300,000 | |||
Percentage of lowest of daily weighted average price | 20.00% |