Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Oct. 30, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
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 | $ 1,772,915 | ||
Entity Common Stock, Shares Outstanding | 80,907,035 | ||
Trading Symbol | KSIX | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 63,709 | $ 69,489 |
Accounts receivable, less allowance for doubtful accounts of $17,000 and $148, respectively | 126,428 | 275,092 |
Prepaid expenses | 568,700 | 1,462 |
Total current assets | 758,837 | 346,043 |
Property and Equipment, less accumulated depreciation of $4,675 and $1,685, respectively | 14,432 | 14,422 |
Intangible assets less accumulated amortization of $167,449 and $507,777, respectively | 217,195 | 2,266,358 |
Goodwill | 866,782 | |
Deposits on acquisition | 500,000 | |
Total assets | 2,357,246 | 2,626,823 |
Current liabilities: | ||
Accounts payable and accrued expenses | 775,624 | 355,597 |
Credit card liability | 336,726 | 274,135 |
Deferred revenue | 165,000 | 518,240 |
Derivative liability | 584,168 | |
Advances from related party | 356,502 | 318,002 |
Current portion of long-term debt - related party, net of discount of $0 and $0, respectively | 53,750 | 26,875 |
Notes payable and current portion of long-term debt, net of discount of $8,774 and $0, respectively | 1,788,124 | 1,104,159 |
Total current liabilities | 4,059,894 | 2,597,008 |
Long-term debt - related party, net of discount of $0 and $0, respectively | 53,750 | 80,625 |
Long-term debt net of discount of $87,379 and $0, respectively | 58,651 | 555,937 |
Total liabilities | 4,172,295 | 3,233,570 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock: $0.001 par value; 100,000,000 shares authorized; 10,000,000 and no shares issued and outstanding at December 31, 2016 and 2015, respectively | 10,000 | |
Common stock: $0.001 par value; 100,000,000 shares authorized; 57,343,901 shares and 36,130,432 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 57,344 | 36,130 |
Additional paid in capital | 4,145,589 | 784,929 |
Accumulated deficit | (6,027,982) | (1,427,806) |
Total stockholders' deficit | (1,815,049) | (606,747) |
Total liabilities and stockholders' deficit | $ 2,357,246 | $ 2,626,823 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 17,000 | $ 148 |
Accumulated depreciation of property and equipment | 4,675 | 1,685 |
Accumulated amortization of intangible assets | 167,449 | 507,777 |
Long term debt net of discount current | 0 | 0 |
Notes payable and long term debt net of discount current | 8,774 | 0 |
Long term debt related party net of discount current | 0 | 0 |
Long term debt net of discount | $ 87,379 | $ 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 10,000,000 | |
Preferred stock, shares outstanding | 10,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 57,343,901 | 36,130,432 |
Common stock, shares outstanding | 57,343,901 | 36,130,432 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 3,296,747 | $ 2,832,853 |
Cost of revenue | 2,328,467 | 2,332,194 |
Gross profit | 968,280 | 500,659 |
Costs and expenses | ||
Depreciation and amortization | 433,118 | 501,091 |
Asset impairment | 372,706 | |
Selling, general and administrative | 3,269,270 | 1,320,535 |
Total costs and expenses | 4,075,094 | 1,821,626 |
Operating loss | (3,106,814) | (1,320,967) |
Other income (expense): | ||
Interest expense | (1,660,338) | (15,201) |
Other income | 5,844 | 65 |
Gain on change in fair value of derivatives | 268,236 | |
Loss on debt settlement | (107,104) | |
Total other income (expense) | (1,493,362) | (15,136) |
Net loss before provision for income tax | (4,600,176) | (1,336,103) |
Provision for income tax | ||
Net loss | $ (4,600,176) | $ (1,336,103) |
Net loss per common share, basic and diluted | $ (0.10) | $ (0.04) |
Weighted average common shares outstanding | 44,796,318 | 33,221,122 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2014 | $ 28,000 | $ 12,000 | $ (6,923) | $ 33,077 | |
Balance, shares at Dec. 31, 2014 | 28,000,000 | ||||
Stock issued for Acquisition of Ksix Media, Inc. | $ 3,114 | (12,000) | (84,780) | (93,666) | |
Stock issued for Acquisition of Ksix Media, Inc., shares | 3,114,812 | ||||
Stock issued for Cash | $ 3,718 | 296,347 | 300,065 | ||
Stock issued for Cash, shares | 3,717,620 | ||||
Stock issued for Consulting contract | $ 48 | 14,832 | 14,880 | ||
Stock issued for Consulting contract, shares | 48,000 | ||||
Stock issued for Acquisition | $ 1,250 | 473,750 | 475,000 | ||
Stock issued for Acquisition, shares | 1,250,000 | ||||
Net loss | (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 | ||||
Stock issued for Cash | $ 8,750 | 848,750 | 857,500 | ||
Stock issued for Cash, shares | 8,750,000 | ||||
Stock issued for Services | $ 10,000 | $ 7,890 | 1,389,898 | 1,407,788 | |
Stock issued for Services, shares | 10,000,000 | 7,890,000 | |||
Stock issued for Loan Costs | $ 1,782 | 298,218 | 300,000 | ||
Stock issued for Loan Costs, shares | 1,782,000 | ||||
Stock issued for Convertible notes payable | $ 2,792 | 507,963 | 510,755 | ||
Stock issued for Convertible notes payable, shares | 2,791,469 | ||||
Warrant issued for services | $ 389,698 | $ 389,698 | |||
Option compensation | 301,133 | 301,133 | |||
Measurement period adjustment | $ (375,000) | $ (375,000) | |||
Net loss | (4,600,176) | (4,600,176) | |||
Balance at Dec. 31, 2016 | $ 10,000 | $ 57,344 | $ 4,145,589 | $ (6,027,982) | $ (1,815,049) |
Balance, shares at Dec. 31, 2016 | 10,000,000 | 57,343,901 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | ||
Net loss | $ (4,600,176) | $ (1,336,103) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 433,118 | 501,091 |
Common stock and warrants issued for services | 1,531,380 | 62,880 |
Change in fair value of derivatives | (268,236) | |
Loss on debt settlement | 107,104 | |
Bad debt expense | 36,954 | 97,406 |
Non-cash interest | 1,466,550 | 6,365 |
Loan penalty | 30,000 | |
Asset impairment | 372,706 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 111,711 | (86,040) |
Prepaid expenses | 3,000 | |
Deferred revenue | (353,240) | 229,520 |
Accounts payable and accrued expenses | 427,660 | 176,322 |
Credit card liability | 62,591 | 121,038 |
Net cash used in operating activities | (641,877) | (224,521) |
Investing activities | ||
Purchase of property and equipment | (3,000) | (9,732) |
Cash paid in acquisition, net of refund | (100,000) | |
Cash paid as deposit on acquisition | (500,000) | |
Cash acquired in acquisition | 128,063 | |
Net cash provide by (used in) investing activities | (503,000) | 18,331 |
Financing activities | ||
Proceeds from sale of common stock for cash | 857,500 | 300,065 |
Advances from related party, net of repayment | 38,500 | 237,677 |
Loan proceeds | 770,000 | |
Loan repayment | (526,903) | (299,880) |
Net cash provided by financing activities | 1,139,097 | 237,862 |
Net increase (decrease) in cash and cash equivalents | (5,780) | 31,672 |
Cash and cash equivalents, beginning of year | 69,489 | 37,817 |
Cash and cash equivalents, end of year | 63,709 | 69,489 |
Supplemental cash flow information | ||
Interest | 30,268 | 7,158 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Common stock issued for public relation services contract | 14,880 | |
Notes payable issued in acquisition | 750,000 | |
Common stock issued in acquisition | 475,000 | |
Common stock issued for services to be rendered recorded as prepaid expenses | 218,111 | |
Warrant issued for prepaid services | 349,127 | |
Common stock issued in exchange for notes payable | $ 510,754 |
Basis of Presentation and Busin
Basis of Presentation and Business | 12 Months Ended |
Dec. 31, 2016 | |
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. (the “Company”), incorporated in Nevada on August 18, 2006, and its wholly owned subsidiaries, Ksix Media, Inc. (“Media”), incorporated in Nevada on November 5, 2014, Ksix, LLC (“KSIX”), a Nevada limited liability company that was formed on September 14, 2011, Blvd. Media Group, LLC (“BLVD”), 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. Business description The Company is doing business through two of its wholly owned subsidiaries. KSIX is an Internet marketing company. KSIX is an advertising network designed to create revenue streams for its affiliates and to provide advertisers with increased measurable audience. KSIX provides performance based marketing solutions to drive traffic and conversions within a Cost-Per-Lead (“CPL”) 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. DIQ is a full service digital advertising agency specializing in survey generation and landing page optimization specifically designed for mass tort action lawsuits. Other subsidiaries are inactive as of the date of this consolidated financial statement. Effective December 7, 2016, the Company executed a Master Exchange Agreement for the exchange of Common Stock, Management and Control (the “Exchange Agreement”) with True Wireless, LLC (“TW”) and Kevin Brian Cox (“Cox”), the sole owner of TW’s issued and outstanding membership interests. TW’s primary business operation is a full-service telecommunications company specializing in the Lifeline program which provides subsidized mobile phone service for low income individuals. The acquisition has not closed as of the date of these financial statements (See Note 13 for details). 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 (see Note 4). On or about April 27, 2015, the Company entered into a Share Exchange Agreement (the “Agreement”) with all of the shareholders of Media, whose primary business is the operation of a diverse advertising network through its wholly-owned subsidiaries KSIX and BLVD. Pursuant to the Agreement, the Company acquired all of the issued and outstanding shares (22,600,000 shares) of the common stock of Media from Media’s shareholders in exchange for 28,000,000 restricted shares of the Company’s common stock. The acquisition was accounted for as a reverse merger, whereby Media is the accounting acquirer and the Company is the legal surviving reporting company. The historical financial statements represent those of Media since its inception on November 5, 2014. In July 2015, the Company completed the change of its name from North American Energy Resources, Inc. to Ksix Media Holdings, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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. For the years ended December 31, 2016 and 2015, the Company reported $36,954 and $97,406 of bad debt expense. Credit risk In 2016 and 2015, 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, 2016 and 2015, 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 Company’s 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 Company’s 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. 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. Business combinations We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Goodwill Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Goodwill is not being amortized, but is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, we proceed to a two-step process to test goodwill for impairment including comparing the fair value of the reporting unit to its carrying value (including attributable goodwill). Fair value for our reporting units is determined using an income or market approach incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include both internal and third-party valuations. Unless circumstances otherwise dictate, we perform our annual impairment testing in the fourth quarter. We perform the allocation based on our knowledge of the market in which we operate, and our overall knowledge of the industry. 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 Company’s revenues are derived from online advertising sales and on a cost per lead (“CPL”) basis. 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. Deferred revenue DIQ 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 DIQ delivers the surveys contracted. At that time revenue is recognized and the deferred revenue liability is reduced. Fair value measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, 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. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. 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 establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable 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 or 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). The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in the Level 3 financial instrument is as follows: Issued during the year ended December 31, 2016 $ 1,226,020 Converted (373,616 ) Change in fair value recognized in operations (268,236 ) Total $ 584,168 The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of December 31, 2016: Estimated dividends None Expected volatility 261.35 % Risk free interest rate 2.79 % Expected term 0.01-36 months Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. 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 entity’s 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 BLVD 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 enterprise’s 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 year’s presentation. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (ASU2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015, and approved in July 2015, Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, ASU 2014-09 is now effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The adoption of ASU 2014-09 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this guidance are clarifying the definition of a business to assist entities when determining whether an integrated set of assets and activities meets the definition of a business. The update provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this guidance to eliminate the requirement to calculate the implied fair value of goodwill to measure goodwill impairment charge (Step 2). As a result, an impairment charge will equal the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the amount of goodwill allocated to the reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. The guidance is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. The impact of this guidance for the Company will depend on the outcomes of future goodwill impairment tests. In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (ASU 2017-09), Compensation — Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 which will become effective for annual periods beginning after December 15, 2017 and for interim periods within those annual periods, is not expected to have any impact on the Company’s financial statement presentation or disclosures. 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, 2016 | |
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 a stockholders’ deficit of $1,815,049, has a working capital deficiency of $3,301,057 as of December 31, 2016 and incurred losses for the past two years. 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 after the end of the 2nd quarter ended June 30, 2018 from ongoing operations by the combination of increased cash flow from its current subsidiaries, as well as restructuring our current debt burden. The Company has executed an agreement with a FINRA licensed broker, as well as several institutional investors, to bring in equity investments to pay down existing debt obligations, cover short term shortfalls, and complete proposed acquisitions. Additionally, the Company is negotiating the closing of the acquisition of True Wireless, LLC, (“TW”) an Oklahoma Limited Liability Company. Upon the completion of the potential acquisition of TW as a wholly owned subsidiary, the Company believes it will become cash flow positive. The Company’s 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, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 4 ACQUISITIONS (a) On April 27, 2015, the Company 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 Company’s 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. (b) 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 Company’s common stock, a cash payment of $250,000 ($150,000 was refunded due to renegotiation of the agreement) and three $250,000 notes (see Note 9). The acquisition was accounted for under the acquisition method of accounting. The purchase price was allocated to the fair value of the tangible and intangible assets acquired and liabilities assumed. The Company completed an appraisal of DIQ amounts during the fourth quarter of 2017. The resulting adjustments from the amounts determined by the Company to the fair value of the assets acquired and liabilities assumed per the appraisal is as follows: Preliminary Amounts estimated by the Company Adjustments Appraised Value of Assets Cash $ 128,063 - $ 128,063 Accounts receivable 4,800 - 4,800 Intangible assets (See Note 5) 1,630,973 (1,246,329 ) 384,644 Goodwill - 866,782 866,782 Total assets 1,763,836 (379,547 ) 1,384,289 Accounts payable and accrued expenses (6,244 ) (4,978) (11,222 ) Credit card liability (153,097 ) - (153,097 ) Deferred revenue (288,720 ) - (288,720 ) Net assets acquired $ 1,315,775 $ (384,525 ) $ 931,250 Cash and notes issued $ 840,775 (9,525) $ 831,250 Value of common stock issued 475,000 (375,000 ) 100,000 Total consideration $ 1,315,775 $ (384,525 ) $ 931,250 The adjustment in assets acquired and liabilities assumed resulted in a decrease in amortization expense of $494,584, of which $88,270 relates to 2015 operations and $406,315 relates to 2016 operations. In addition, selling, general and administrative expense declined by $4,978 and interest expense increased by $9,525 in 2016. Proforma operating results for the period from January 1, 2015 through December 31, 2015 as if the acquisition had occurred on January 1, 2015 are as follows: 2015 Revenue $ 3,720,955 Net income (loss) $ (250,664 ) |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5 INTANGIBLE ASSETS Intangible assets are as follows: Ksix and BLVD - The customer lists and related contracts of KSIX and BLVD were recorded at their fair value of $1,143,162 upon their acquisition on December 23, 2014. The Company determined a useful life of existing contracts and customer lists of three years and began amortizing the cost over that period. DIQ - The customer lists and related contracts of DIQ were recorded at their initial estimated fair value of $1,630,973 upon their acquisition on October 12, 2015. After completing the appraisal (see Note 4), the Company made measurement period adjustments. Term 2016 2015 KSIX and BLVD customer lists and related contracts 3 years $ - $ 1,143,162 DIQ initial customer lists and contracts 3 years $ - $ 1,630,973 DIQ customer relationships 5 years $ 183,255 $ - DIQ noncompetition agreement 2 years $ 201,389 $ - $ 384,644 $ 2,774,135 Accumulated amortization $ 167,449 $ 507,777 $ 217,195 $ 2,266,358 Asset impairment $ 372,706 $ - Amortization expense $ 430,128 $ 499,425 Effective April 1, 2016, the Company temporarily suspended its BLVD business operations and is reviewing a potential discontinuation of the business. BLVD had only nominal operations in 2016. In addition, the Company evaluated the operations of KSIX at the end of 2016 and determined that, due to declining cash flows, the unamortized balance of the intangible assets associated with KSIX and BLVD should be impaired. An impairment of $372,706 was recorded. Goodwill: The Company completed the appraisal of assets acquired and liabilities assumed in the acquisition of DIQ (see Note 4) and recognized goodwill in the amount of $866,782. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and December 31, 2015, the Company had received $165,000 and $518,240 from its customers for which services had yet to be delivered, respectively. |
Credit Card Liability
Credit Card Liability | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Credit Card Liability | 7 CREDIT CARD LIABILITY The Company has utilized a credit card issued in the name of DIQ operation to pay for certain of its trade obligations. At December 31, 2016 and December 31, 2015, the Company’s credit card liability was $336,726 and $274,135, respectively. 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 consistent with its billing agreement. The credit card liability is guaranteed by Scott Kaplan, the vice president of business development for KSIX, LLC |
Long-Term Debt - Related Party
Long-Term Debt - Related Party | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt - Related Party | 8 LONG-TERM DEBT – RELATED PARTY As of December 31, 2016 and December 31, 2015, long-term debt due to a related party consists of: December 31, 2016 December 31, 2015 Note payable to director due in four equal annual installments of $26,875 on April 28 of each year 107,500 107,500 Less debt discount - - 107,500 107,500 Less current portion - related party 53,750 26,875 Long-term debt - related party $ 53,750 $ 80,625 On April 28, 2015, the Company issued a promissory note to a director for principal amount of $107,500. The promissory note is due in four equal annual payment of $26,875 on April 28 each year. Pursuant to the terms of the note, the note begins to accrue interest at 6% per annum on the portion of the note that falls in default and the past due portion is convertible into the Company’s common stock at a conversion price equal to 70% of the current price of the common stock. The payment due April 28, 2016 has not been made. The Company has determined that the conversion feature for the past due portion of the note constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the note on the date of default. Accrued interest was $1,088 at December 31, 2016 and zero at December 31, 2015. |
Notes Payable and Long-Term Deb
Notes Payable and Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable and Long-Term Debt | 9 NOTES PAYABLE AND LONG-TERM DEBT As of December 31, 2016, notes payable and long-term debt consists of: Note Balance Debt Discount Carrying Value 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, past due $ 68,973 $ - $ 68,973 Convertible Promissory Note - Non-interest bearing; on January 19, 2016, the Company modified the terms of a secured note payable in the original amount of $950,000 and made the $700,000 balance convertible¹ 590,000 - 590,000 Note payable to former officer due in four equal annual installments of $25,313 on April 28 of each year; past due in 2016; accruing interest at 6% per annum since April 28, 2016 101,250 - 101,250 Notes payable to seller of DigitizeIQ, LLC due as noted below² 485,000 - 485,000 Senior Secured Credit Facility dated February 24, 2016; interest at 18% per annum; interest only for two months then 16 payments of $28,306 monthly³ 261,043 - 261,043 Note payable to Calvary Fund I. LP dated May 25, 2016 with interest at 18% 4 130,000 - 130,000 Convertible note payable to River North Equity LLC dated July 13, 2016 with interest at 10% per annum; due April 13, 2017; convertible into common stock 5 27,500 8,774 18,726 Convertible promissory notes payable to Salksanna, LLC dated October 7, 2016 and December 21, 2016 with interest at 10% per annum; due March 13, 2018; convertible into common stock 6 95,405 87,379 8,026 Working capital notes 7 183,757 - 183,757 1,942,928 96,153 1,846,775 Less current portion 1,796,898 8,774 1,788,124 Long-term debt $ 146,030 $ 87,379 $ 58,651 As of December 31, 2015, notes payable and long-term debt consists of: Note Balance Debt Discount Carrying Value 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, past due $ 91,706 $ - $ 91,706 Convertible Promissory Note - Non-interest bearing; on January 19, 2016, the Company modified the terms of a secured note payable in the original amount of $950,000 and made the $700,000 balance convertible¹ 720,000 - 720,000 Note payable to former officer due in four equal annual installments of $25,313 on April 28 of each year, non-interest bearing; past due in 2016 101,250 - 101,250 Notes payable to seller of DigitizeIQ, LLC due as noted below² 750,000 2,860 747,140 1,662,956 2,860 1,660,096 Less current portion 1,107,019 2,860 1,104,159 Long-term debt $ 555,937 $ - $ 555,937 ¹ The Convertible Promissory Note st th The original note and the convertible promissory note provide for semi-monthly payments of $10,000 due on the 1 st th ² Notes due seller of DigitizeIQ, LLC includes a series of notes as follows ● A non-interest bearing Promissory Note made payable to the Seller in the amount of $250,000, which was due on November 12, 2015; (Paid February 26, 2016). ● A second non-interest bearing Promissory Note made payable to the Seller in the amount of $250,000, which was due on January 12, 2016; (Balance at December 31, 2016 - $235,000) ● A third non-interest bearing Promissory Note made payable to the Seller in the amount of $250,000, which was due on March 12, 2016 (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 was amortized to interest expense until the due date of the notes. ³ Senior Secured Credit Facility Agreement - 6 6 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 Company’s common stock on its principal trading market. The stock was valued at the trading price on the date of the agreement and the resulting $300,000 was included as a direct reduction from the carrying amount of the debt liability and was fully amortized at December 31, 2016. 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 Company’s 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 TCA note was restructured effective August 29, 2016, September 29, 2016 and October 29, 2016 to accommodate the payment of the amounts due on those dates by Salksanna, LLC and the issue by the Company of convertible notes payable to Salksanna for the amounts of those payments. (See 6 The Company evaluated the resulting embedded conversion feature for derivative treatment and recorded an initial derivative liability and debt discount of $163,883. The debt discount was fully amortized at December 31, 2016. The Company is also responsible for other transaction, due diligence and legal fees of $42,500 if it draws the remaining $350,000 initially committed. The proceeds from the loan were used to pay a $250,000 note to the seller of DIQ and for working capital. 4 The payments due November 25, 2016 and December 25, 2016 were not made. As a result, the Company was penalized $30,000, which was added to the note balance and due to other past due obligations, it was determined the total balance was in default and due, making the note convertible. Accordingly, a debt discount for the derivative liability was recorded on November 25, 2016 for $52,889. At December 31, 2016, the debt discount was fully amortized. 5 The Company has entered into a number of agreements with RNE wherein RNE has agreed to invest up to $3,000,000 in the common stock of the Company. These agreements require an effective Registration Statement to be on file by the Company and would allow the Company to require RNE to purchase the Company’s common stock at 90% of the lowest trading price of the Company’s common stock during the previous five trading days. The Company has not yet filed a Registration Statement with the SEC. 6 At December 31, 2016, the remaining notes with a principal balance of $95,405 have a debt discount of $87,379. 7 Derivative liability The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note, if any, is recorded immediately to interest expense at inception. The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions: Estimated dividends None Expected volatility 194.65% to 273.69% Risk free interest rate 1.77% to 2.86% Expected term .01 to 36 months |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10 INCOME TAXES The income tax provision (benefit) consists of the following: 2016 2015 Federal: Current $ - $ - Deferred (1,267,100 ) (454,300 ) Change in valuation allowance 1,267,100 454,300 $ - $ - The Company’s 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: 2016 2015 U.S. federal statutory rate -34.0 % -34.0 % State income tax, net of federal benefit 0.0 % 0.0 % Increase 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: 2016 2015 Deferred tax assets Net operating losses $ 1,621,400 $ 443,400 Option compensation accrual 102,400 13,300 Deferred tax assets 1,723,800 456,700 Valuation allowance (1,723,800 ) (456,700 ) Deferred tax assets, net of valuation allowance $ - $ - The Company has approximately $4,768,000 of net operating losses (“NOL”) carried forward to offset taxable income in future years which expire commencing in fiscal 2034. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholder's Equity | 11 Stockholder’s equity PREFERRED STOCK The Company has 100,000,000 shares of its $0.001 par value preferred stock authorized. At December 31, 2016 the Company had 10,000,000 issued and outstanding and at December 31, 2015, the Company had no preferred shares issued and outstanding. Series “A” Preferred Stock On May 6, 2016, the Company, pursuant to the consent of the Board of Directors filed a Certificate of Designation with the Nevada Secretary of State which designated 10,000,000 shares of the Company’s authorized preferred stock as Series “A” Preferred Stock, par value $0.001. The Series “A” Preferred Stock has the following attributes: ● Ranks senior only to any other class or series of designated and outstanding preferred shares of the Company; ● Bears no dividend; ● Has no liquidation preference, other than the ability to convert to common stock of the Company; ● The Company does not have any rights of redemption; ● Voting rights equal to ten shares of common stock for each share of Series “A” Preferred Stock; ● Entitled to same notice of meeting provisions as common stock holders; ● Protective provisions require approval of 75% of the Series “A” Preferred Shares outstanding to modify the provisions or increase the authorized Series “A” Preferred Shares; and ● Each ten Series “A” Preferred Shares can be converted into one common share at the option of the holder. On May 6, 2016, upon filing the Certificate of Designation which designated 10,000,000 shares of the Company’s $0.001 par value preferred stock as Series “A”, the board of directors authorized the Company to issue all 10,000,000 shares of Series “A” Preferred Stock to Carter Matzinger, Chief Executive Officer and Chairman of the Board of Directors, for services previously rendered. The Company valued these shares based upon their conversion rate of 10 shares of preferred stock for each share of common stock based on the market price of the common stock as of March 30, 2016 of $0.19 per share. The Company recorded compensation expense in the amount of $190,000. COMMON STOCK The Company has 100,000,000 shares of its $0.001 par value common stock authorized. At December 31, 2016 and December 31, 2015, the Company had 57,343,901 shares and 36,130,432 shares issued and outstanding, respectively. 2016 Transactions Effective January 4, 2016, the Company issued 250,000 shares of its common stock pursuant to a legal services agreement. The common stock was valued at $112,500 based on the closing price of the common stock on that date. Effective February 1, 2016, the Company issued 250,000 shares of its common stock pursuant to a consulting agreement. The common stock was valued at $30,000 based on the closing price of the common stock on that date. On February 24, 2016, the Company issued 1,782,000 shares of its common stock for advisory fees pursuant to the Senior Secured Credit Facility Agreement (Note 9). The stock was valued at the trading price on the date of the agreement and the resulting $300,000 was included as a reduction of the related note payable and was fully amortized at December 31, 2016. On April 1, 2016, the Company issued 454,545 shares of its common stock valued at $20,000 in exchange for principal payments in that amount due on a note payable. On April 5, 2016, the Company issued 1,000,000 shares of its common stock valued at $180,000 in partial consideration for a six-month consulting agreement. The $180,000 was amortized to expense over the term of the agreement. On April 18, 2016, the Company issued 100,000 shares of its common stock in exchange for cash in the amount of $10,000. On May 10, 2016, the Company issued 1,000,000 shares of its common stock valued at $190,000 in partial consideration for a two-year consulting agreement with a director. The $190,000 is being amortized to expense over the term of the agreement. On May 13, 2016, the Company issued 1,800,000 shares of its common stock as part of the Unit Subscription Agreement described in (1) below for consideration of $180,000. On May 23, 2016, the Company issued 240,000 shares of its common stock as partial consideration for a six- month public relations consulting agreement. The shares were valued at $38,688, which was amortized to expense over the term of the agreement. On June 10, 2016, the Company issued a total of 3,150,000 shares of its common stock to six employee/consultants in exchange for prior services. The stock was valued at $516,600 and the amount is included in selling, general and administrative expense. On August 17, 2016, the Company issued 1,000,000 shares of its common stock valued at $100,000 in consideration for a one year consulting agreement. The amount is being amortized to expense over the term of the agreement. On September 19, 2016, the Company issued 250,000 shares of its common stock in exchange for cash consideration of $20,000. On September 22, 2016, the Company issued 625,000 shares of its common stock as part of the Unit Subscription Agreement described in (2) below for consideration of $50,000. Effective October 6, 2016, the Company issued 1,000,000 shares of its common stock valued at $50,000 in partial consideration for a six-month consulting contract. This amount is being amortized to expense over the term of the agreement. Effective October 26, 2016, the Company issued 1,953,399 shares of its common stock in exchange for the Company’s convertible note payable in the amount of $53,452 plus accrued interest of $5,345. Effective October 26, 2016, the Company issued 383,525 shares of its common stock in exchange for a portion of the Company’s convertible note payable in the amount of $11,500 plus accrued interest of $44. On November 23, 2016, the Company entered into a one year consulting agreement with an individual which called for compensation with a cashless warrant for 1,500,000 shares of the Company’s common stock. The warrant was valued at $389,699, which amount was included in repaid expense and additional paid in capital. The prepaid expense is being amortized over the one year term of the agreement. During November and December 2016 the Company sold 5,975,000 Units at a price of $0.10 per Unit and consisting of one share of common stock and one-half warrant to purchase additional common stock at a purchase price of $0.50 per share for a period of three years as described in (3) below for consideration of $597,500. 2015 Transactions 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 Company’s 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 Time Based Stock Options vested on September 24, 2016 on the one year anniversary of Mr. Matzinger’s employment contract. 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 $10,000,000 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 $15,000,000 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 $20,000,000 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 398.18 % Expected dividend yield 0 % Risk-free interest rate 1.44 % Expected annual forfeiture rate 0 % No value was recorded for the performance based stock options. The time based stock options were valued at $959,940 using Black-Scholes model, based on the assumptions above, which was amortized over the service period of four years. UNIT SUBSCRIPTION AGREEMENT – WARRANTS (1) On May 13, 2016, the Company entered into a Unit subscription agreement with BCAN Holdings, LLC, which is controlled by the Chief Strategy Officer of the Company. Each Unit was priced at $0.10 and contained: (a) one share of common stock restricted in accordance with Rule 144; and (b) two Warrants to purchase an additional share of common stock restricted in accordance with Rule 144 for $0.75 for a period of 18 months after the close of the offering. Pursuant to the Unit subscription agreement, the Company offered to the individual a minimum of 1,800,000 Units ($180,000) and a maximum of 5,000,000 Units ($500,000). The individual purchased the minimum of 1,800,000 Units ($180,000) on May 13, 2016 and had a non-transferable and irrevocable option to purchase the remaining 3,200,000 Units ($320,000) for a period of 120 days from the effective date of May 13, 2016, which expired on September 10, 2016. The Warrants are classified as equity since they have a fixed exercise price and do not have a provision for modification. (2) On September 16, 2016, the Company entered into a Unit subscription agreement with BCAN Holdings, LLC, which is controlled by the Chief Strategy Officer of the Company. Each Unit was priced at $0.08 and contained: (a) one share of common stock restricted in accordance with Rule 144; and (b) two Warrants to purchase an additional share of common stock restricted in accordance with Rule 144 for $0.50 for a period of 18 months after the close of the offering. Pursuant to the Unit subscription agreement, the Company offered to the individual a minimum of 625,000 Units ($50,000) and a maximum of 4,000,000 Units ($320,000). The individual purchased the minimum of 625,000 Units ($50,000) on September 22, 2016 and has a non-transferable and irrevocable option to purchase the remaining 3,375,000 Units ($270,000) for a period of 45 days from the effective date of September 22, 2016. The option expired on November 14, 2016. The Warrants are classified as equity since they have a fixed exercise price and do not have a provision for modification. (3) During November and December 2016, the Company entered into Unit subscription agreements with seventeen unrelated companies and individuals. Each Unit was priced at $0.10 and contained: (a) one share of common stock restricted in accordance with Rule 144; and (b) one-half Warrant to purchase an additional share of common stock restricted in accordance with Rule 144 for $0.50 for a period of three years after the close of the offering. The parties purchased 5,975,000 Units ($597,500) during November and December 2016. The Warrants are classified as equity since they have a fixed exercise price and do not have a provision for modification. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12 RELATED PARTY TRANSACTIONS The Company’s chief executive officer has advanced the Company various amounts on a non-interest bearing basis, which is being used for working capital. The advance has no fixed maturity. The activity is summarized as follows: December 31, December 31, 2016 2015 Balance at beginning of year $ 318,002 $ 80,325 New advances 40,000 407,000 Repayment (1,500 ) (169,323 ) Balance at end of year $ 356,502 $ 318,002 On May 10, 2016, the Company issued 1,000,000 shares of its common stock valued at $190,000 in partial consideration for a two year consulting agreement with a director. The $190,000 is being amortized to expense over the term of the agreement. On May 6, 2016, the Company issued 10,000,000 shares of Series “A” Preferred Stock to Carter Matzinger, Chief Executive Officer and Chairman of the Board of Directors, for services previously rendered. (see Note 11). See Note 8 for long-term debt due to a director. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13 COMMITMENTS AND CONTINGENCIES True Wireless, LLC Master Agreement for the Exchange of Common Stock, Management, and Control On or about December 7, 2016, the Company, entered into a Master Agreement for the Exchange of Common Stock, Management, and Control (the “Exchange Agreement”) with True Wireless, LLC, an Oklahoma Limited Liability Company (“TW”) and the members of TW (the “Members”). Hereinafter, the Company, TW, and its Members may be referred to as a “Party” individually or collectively as the “Parties”. TW’s primary business operation is a full-service telecommunications company specializing in the Lifeline program as set forth by the Telecommunications Act of 1996, and regulated by the FCC which provides subsidized mobile phone services for low income individuals (“Lifeline Services”). TW currently has an FCC license to offer Lifeline Services in the following states: Oklahoma, Rhode Island, Maryland, Texas, and Arkansas. Kevin Brian Cox (“Cox”), a resident of the State of Tennessee, is the sole owner of all of TW’s issued and outstanding membership interests, either directly or indirectly through EWP Communications, LLC, a Tennessee limited liability company, the beneficial owner of which is Cox. Pursuant to the agreement, the Company will issued 12 million shares of restricted common stock and make cash payment of $6 million and a one-year promissory note for $6 million upon closing. The acquisition has not closed as of the date of the consolidated financial statements issued. On December 7, 2016, the company made cash payment of $500,000 o the owner of TW as a deposit on acquisition. Additionally, pursuant to the terms of the Exchange Agreement, the Company executed and entered into a “Management and Marketing Agreement” (“Management Agreement”) with TW. Pursuant to the Management Agreement, the Company would act as the manager of TW until such time as the Exchange Agreement and the transactions contemplated thereunder are approved by the FCC. Following such approval (which has not occurred as of the date of this Report), the Parties will hold a final closing of the Exchange Agreement will occur and TW would become a wholly-owned subsidiary of the Company. Neither the Exchange Agreement nor the Management Agreement had closed as of December 31, 2016 (see Note 14 Subsequent Event). Company Investment in TW At the date of this filing, the Company’s investment in TW consists of the following: Shares Amount Cash paid $ 500,000 $ 500,000 Contingent consideration to be paid: Cash at closing $ 1,500,000 Common stock to be issued prior to closing 13,200,000 5,304,000 Common stock to be issued at closing 103,200,000 51,600,000 Note payable due December 31, 2018 1,500,000 Total contingent consideration $ 59,904,000 Total consideration $ 60,404,000 Note to Table Above 1 Common Stock to be issued upon prior to closing at an average price of approximately $0.40 per share. 2 Common Stock to be issued at closing at an average price of $0.50 per share. Upon the TW Closing described above, the Company will also: (1) issuer Warrants to purchase 45,000,000 shares of Company Common Stock on a “cashless” basis exercisable at $0.50 per share for a period of five years; (2) Cox and his assigns shall also be issued such additional Common Stock of KSIX as are required pursuant to the Anti-Dilution Provision. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14 SUBSEQUENT EVENTS The Company has evaluated events occurring subsequent to December 31, 2016 and through the date these financial statements were available to be issued and disclosure as following: Common stock issued and conversion Effective January 1, 2017, the Company agreed to issue 320,000 shares of its common stock in exchange for PR services to be performed over the following nine months. On March 24, 2017, the Company issued one-half of the shares owed. On January 24, 2017, Calvary Fund I LP was issued 100,000 shares of our common stock in exchange for conversion of $3,200 in accrued interest and $4,800 in principal of our note payable obligation to them. On March 8, 2017, the Company issued 310,675 shares of its common stock to Calvary Fund I LP in exchange for $7,500 in principal and $5,000 in accrued interest owed to Calvary. On March 24, 2017, the Company issued 600,000 shares of its common stock pursuant to a consulting agreement with Anthony P. Nuzzo, a director of the Company. The shares were valued at $252,000 and this amount is included as a part of the deposit for the acquisition of TW. On March 24, 2017, the Company issued 600,000 shares of its common stock pursuant to a modification of a consulting agreement. The shares were valued at $252,000 and this amount is included as a part of the deposit for the acquisition of TW. On March 24, 2017, the Company issued 12,000,000 shares of its common stock to Brian Cox pursuant to a Master Agreement for the Exchange of Common Stock, Management and Control as a part of the planned acquisition of True Wireless, LLC. On March 24, 2017, the Company issued 800,000 shares of its common stock to its attorney for legal fees in the amount of $76,250 which are included in accrued expense at December 31, 2016. On March 24, 2017, the Company issued 800,000 shares of its common stock to a consultant for consulting fees in the amount of $152,355 which are included in accrued expenses at December 31, 2016. On March 31, 2017, the Company issued 250,000 shares of its common stock to a consultant for consulting fees in the amount of $20,000 which are included in accrued expenses at December 31, 2016. On May 3, 2017, the Company accepted a notice to convert $60,000 in principal of a convertible note payable into 1,923,077 shares of its common stock. The stock was valued at $96,346 on the conversion date. On May 10, 2017, the Company accepted a notice to convert $30,000 in principal of a convertible note payable into 652,173 shares of its common stock. The stock was valued at $85,435 on the conversion date. On May 15, 2017, the Company accepted a notice to convert $100,000 in principal of a convertible note payable into 1,508,296 shares of its common stock. The stock was valued at $218,703 on the conversion date. On October 10, 2017, the Company effectuated an increase in its authorized capital to a total of 600,000,000 shares comprising 500,000,000 shares of Common Stock par value $0.001 and 100,000,000 shares of Preferred Stock par value $0.001. Acquisition of TW First Addendum to Master Agreement for the Exchange of Equity, Management, and Control On March 30, 2017, the Parties executed a First Addendum to the Exchange Agreement extending the time for all material deadlines contemplated for the transactions related to the acquisition of TW to May 1, 2017. Amended Master Agreement for the Exchange of Common Stock, Management, and Control On July 18, 2017, the Parties entered into an Amended Master Agreement for the Exchange of Common Stock, Management, and Control (the “Amended Exchange Agreement”) which amended and restated the Exchange Agreement and First Amendment thereto. The Amended Exchange Agreement reset certain of the milestones and timetables detailed in the Exchange Agreement. The material terms of the Amended Exchange Agreement are as follows: 43 TERMS ● The Management Agreement would commence on July 18, 2017, concurrent with the execution of the Amended Exchange Agreement (the “Management Closing”); ● All other terms and conditions with respect to the Transaction set forth in this Amended Exchange Agreement required to be completed by the Parties would occur only after all required governmental and regulatory approvals of the Transaction have been delivered. At that time, the Parties agreed to complete the Company’s acquisition of TW (the “Equity Closing”). The Parties agreed to expedite preparation of all financial information and audits to be completed at the earliest feasible time. ● The Equity Closing is subject to the completion of due diligence by all Parties to the Amended Exchange Agreement; ● The Transaction (including the Equity Closing) is subject to delivery by the Parties of all documents required under the Amended Exchange Agreement; ● The Company and TW agreed to take all necessary corporate actions to authorize the Management and Equity Closings; and ● It was intended that the transaction underlying the Amended Exchange Agreement would qualify for United States federal income tax purposes as a re-organization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended. However, both Parties recognized that in the event the transaction underlying this Agreement does not qualify for United States federal income tax purposes as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, each party is separately responsible for any tax consequences and indemnifies and holds harmless the other party from and against any and all claims, demands, actions, suits, proceedings, assessments, judgments, damages, costs, losses and expenses, resulting from the that Parties failure to pay their tax liability for this transaction. CLOSINGS THE MANAGEMENT CLOSING The Management Closing occurred on July 18, 2017 pursuant to the following material terms or actions which were approved by the Parties: ● The Company agreed, upon execution of the Amended Exchange Agreement, to deliver (a) $1.5 Million Promissory Note issued by the Company in favor of Cox; and (b) undertake to authorize an additional number of shares of common stock as required to fulfill the terms and conditions of the transactions between the parties; ● Upon the Equity Closing (which has not yet occurred), the Company agreed to issue to Cox and/or his assigns, approximately 114 million shares of Company Common Stock and Warrants to purchase 45 million Company Common Shares for a period of five years at a purchase price of $0.50 per share (subject to adjustment) which can be exercised on a “cashless” basis. As of the date of this Report, 12 million shares of Company Common Stock have been issued to Cox and assigns and an additional 102 Million shares of Company Common Stock will be delivered (as directed by Cox) at the Equity Closing; ● The Company also agreed to an anti-dilution provision (the “Anti-Dilution Provision”) whereby it would issue such number of additional shares at the Equity Closing as would be necessary to maintain Cox’s percentage ownership of Company Common Stock at the time of the Equity Closing at 69.5% (“Cox Percentage”). This provision applies with respect to any additional stock, warrants or other security by the Company prior to the Equity Closing; 44 ● It was agreed that 75% of Carter Matzinger’s (“Matzinger”) Series “A” Preferred Stock (“Series A Preferred Stock”) containing specified majority common stock voting rights of the Company would be transferred by Matzinger to Cox upon execution of the Amended Exchange Agreement. This agreement was subsequently amended to provide for the transfer of 100% of the Series A Preferred Stock by Matzinger to Cox; ● It was agreed that, at the Post Equity Closing, Matzinger would submit for cancellation and retirement all of his (or his assigns) shares of Company Common Stock in excess of 14 million shares. As a result thereof, Matzinger would hold no more than 14 million shares of Company Common Stock following the Equity Closing. EQUITY CLOSING. Conditioned upon the Parties, having completed all material requirements of the Amended Exchange Agreement, including all delivery of all Exhibits and Collateral Agreements contemplated thereby, and the receipt of any required third party approvals, the Parties agreed to proceed with the Equity Closing, as follows: At the Equity Closing, the Company agreed to Issue to the Members: ● $1,500,000 cash (as payment for the Promissory Note (see above); and ● Any additional Cox Stock required to be issued pursuant to the Anti-Dilution Provision. TW and the Members agreed to issue to the Company: ● All outstanding Membership Interests in TW together with all documentation to reflect the intent of the Parties such that TW would become a wholly owned subsidiary of the Company. Management and Marketing Agreement On or about July 18, 2017, the Company executed and entered into a “Management and Marketing Agreement” (“Management Agreement”) with Cox. Pursuant to the Management Agreement, the Company is obligated to provide certain management services to Cox as detailed in the Management Agreement. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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. For the years ended December 31, 2016 and 2015, the Company reported $36,954 and $97,406 of bad debt expense. |
Credit risk | Credit risk In 2016 and 2015, 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, 2016 and 2015, 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 Company’s 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 Company’s 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. 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. |
Business combinations | Business combinations We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. |
Goodwill | Goodwill Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Goodwill is not being amortized, but is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, we proceed to a two-step process to test goodwill for impairment including comparing the fair value of the reporting unit to its carrying value (including attributable goodwill). Fair value for our reporting units is determined using an income or market approach incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Fair value determinations may include both internal and third-party valuations. Unless circumstances otherwise dictate, we perform our annual impairment testing in the fourth quarter. We perform the allocation based on our knowledge of the market in which we operate, and our overall knowledge of the industry. |
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 Company’s revenues are derived from online advertising sales and on a cost per lead (“CPL”) basis. 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. |
Deferred Revenue | Deferred revenue DIQ 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 DIQ delivers the surveys contracted. At that time revenue is recognized and the deferred revenue liability is reduced. |
Fair Value Measurements | Fair value measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, 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. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. 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 establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable 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 or 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). The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in the Level 3 financial instrument is as follows: Issued during the year ended December 31, 2016 $ 1,226,020 Converted (373,616 ) Change in fair value recognized in operations (268,236 ) Total $ 584,168 The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of December 31, 2016: Estimated dividends None Expected volatility 261.35 % Risk free interest rate 2.79 % Expected term 0.01-36 months |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. |
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 entity’s 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 BLVD 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 enterprise’s 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 year’s presentation. |
Recent Accounting Pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (ASU2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015, and approved in July 2015, Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, ASU 2014-09 is now effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The adoption of ASU 2014-09 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this guidance are clarifying the definition of a business to assist entities when determining whether an integrated set of assets and activities meets the definition of a business. The update provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this guidance to eliminate the requirement to calculate the implied fair value of goodwill to measure goodwill impairment charge (Step 2). As a result, an impairment charge will equal the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the amount of goodwill allocated to the reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. The guidance is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. The impact of this guidance for the Company will depend on the outcomes of future goodwill impairment tests. In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (ASU 2017-09), Compensation — Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 which will become effective for annual periods beginning after December 15, 2017 and for interim periods within those annual periods, is not expected to have any impact on the Company’s financial statement presentation or disclosures. 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. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Change in Level 3 Financial Instrument | The change in the Level 3 financial instrument is as follows: Issued during the year ended December 31, 2016 $ 1,226,020 Converted (373,616 ) Change in fair value recognized in operations (268,236 ) Total $ 584,168 |
Schedule of Estimated Fair Value of Derivative Instruments Assumptions | The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of December 31, 2016: Estimated dividends None Expected volatility 261.35 % Risk free interest rate 2.79 % Expected term 0.01-36 months |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Summary of Acquisitions of Assets and Liabilities Assumed | The resulting adjustments from the amounts determined by the Company to the fair value of the assets acquired and liabilities assumed per the appraisal is as follows: Preliminary Amounts estimated by the Company Adjustments Appraised Value of Assets Cash $ 128,063 - $ 128,063 Accounts receivable 4,800 - 4,800 Intangible assets (See Note 5) 1,630,973 (1,246,329 ) 384,644 Goodwill - 866,782 866,782 Total assets 1,763,836 (379,547 ) 1,384,289 Accounts payable and accrued expenses (6,244 ) (4,978) (11,222 ) Credit card liability (153,097 ) - (153,097 ) Deferred revenue (288,720 ) - (288,720 ) Net assets acquired $ 1,315,775 $ (384,525 ) $ 931,250 Cash and notes issued $ 840,775 (9,525) $ 831,250 Value of common stock issued 475,000 (375,000 ) 100,000 Total consideration $ 1,315,775 $ (384,525 ) $ 931,250 |
Summary of Operating Results of Acquisition | Proforma operating results for the period from January 1, 2015 through December 31, 2015 as if the acquisition had occurred on January 1, 2015 are as follows: 2015 Revenue $ 3,720,955 Net income (loss) $ (250,664 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | After completing the appraisal (see Note 4), the Company made measurement period adjustments. Term 2016 2015 KSIX and BLVD customer lists and related contracts 3 years $ - $ 1,143,162 DIQ initial customer lists and contracts 3 years $ - $ 1,630,973 DIQ customer relationships 5 years $ 183,255 $ - DIQ noncompetition agreement 2 years $ 201,389 $ - $ 384,644 $ 2,774,135 Accumulated amortization $ 167,449 $ 507,777 $ 217,195 $ 2,266,358 Asset impairment $ 372,706 $ - Amortization expense $ 430,128 $ 499,425 |
Long-Term Debt - Related Party
Long-Term Debt - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt Related Party | As of December 31, 2016 and December 31, 2015, long-term debt due to a related party consists of: December 31, 2016 December 31, 2015 Note payable to director due in four equal annual installments of $26,875 on April 28 of each year 107,500 107,500 Less debt discount - - 107,500 107,500 Less current portion - related party 53,750 26,875 Long-term debt - related party $ 53,750 $ 80,625 |
Notes Payable and Long-Term D26
Notes Payable and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Long-Term Debt | As of December 31, 2016, notes payable and long-term debt consists of: Note Balance Debt Discount Carrying Value 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, past due $ 68,973 $ - $ 68,973 Convertible Promissory Note - Non-interest bearing; on January 19, 2016, the Company modified the terms of a secured note payable in the original amount of $950,000 and made the $700,000 balance convertible¹ 590,000 - 590,000 Note payable to former officer due in four equal annual installments of $25,313 on April 28 of each year; past due in 2016; accruing interest at 6% per annum since April 28, 2016 101,250 - 101,250 Notes payable to seller of DigitizeIQ, LLC due as noted below² 485,000 - 485,000 Senior Secured Credit Facility dated February 24, 2016; interest at 18% per annum; interest only for two months then 16 payments of $28,306 monthly³ 261,043 - 261,043 Note payable to Calvary Fund I. LP dated May 25, 2016 with interest at 18% 4 130,000 - 130,000 Convertible note payable to River North Equity LLC dated July 13, 2016 with interest at 10% per annum; due April 13, 2017; convertible into common stock 5 27,500 8,774 18,726 Convertible promissory notes payable to Salksanna, LLC dated October 7, 2016 and December 21, 2016 with interest at 10% per annum; due March 13, 2018; convertible into common stock 6 95,405 87,379 8,026 Working capital notes 7 183,757 - 183,757 1,942,928 96,153 1,846,775 Less current portion 1,796,898 8,774 1,788,124 Long-term debt $ 146,030 $ 87,379 $ 58,651 As of December 31, 2015, notes payable and long-term debt consists of: Note Balance Debt Discount Carrying Value 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, past due $ 91,706 $ - $ 91,706 Convertible Promissory Note - Non-interest bearing; on January 19, 2016, the Company modified the terms of a secured note payable in the original amount of $950,000 and made the $700,000 balance convertible¹ 720,000 - 720,000 Note payable to former officer due in four equal annual installments of $25,313 on April 28 of each year, non-interest bearing; past due in 2016 101,250 - 101,250 Notes payable to seller of DigitizeIQ, LLC due as noted below² 750,000 2,860 747,140 1,662,956 2,860 1,660,096 Less current portion 1,107,019 2,860 1,104,159 Long-term debt $ 555,937 $ - $ 555,937 |
Schedule of Estimated Fair Value Assumptions used in Black-Scholes Option Pricing Model | The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions: Estimated dividends None Expected volatility 194.65% to 273.69% Risk free interest rate 1.77% to 2.86% Expected term .01 to 36 months |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following: 2016 2015 Federal: Current $ - $ - Deferred (1,267,100 ) (454,300 ) Change in valuation allowance 1,267,100 454,300 $ - $ - |
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: 2016 2015 U.S. federal statutory rate -34.0 % -34.0 % State income tax, net of federal benefit 0.0 % 0.0 % Increase 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: 2016 2015 Deferred tax assets Net operating losses $ 1,621,400 $ 443,400 Option compensation accrual 102,400 13,300 Deferred tax assets 1,723,800 456,700 Valuation allowance (1,723,800 ) (456,700 ) Deferred tax assets, net of valuation allowance $ - $ - |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Assumption Used Value of Options | The following assumptions were used to value the options: Expected term 4 years Expected average volatility 398.18 % Expected dividend yield 0 % Risk-free interest rate 1.44 % Expected annual forfeiture rate 0 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transaction | The activity is summarized as follows: December 31, December 31, 2016 2015 Balance at beginning of year $ 318,002 $ 80,325 New advances 40,000 407,000 Repayment (1,500 ) (169,323 ) Balance at end of year $ 356,502 $ 318,002 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contingent Consideration | At the date of this filing, the Company’s investment in TW consists of the following: Shares Amount Cash paid $ 500,000 $ 500,000 Contingent consideration to be paid: Cash at closing $ 1,500,000 Common stock to be issued prior to closing 13,200,000 5,304,000 Common stock to be issued at closing 103,200,000 51,600,000 Note payable due December 31, 2018 1,500,000 Total contingent consideration $ 59,904,000 Total consideration $ 60,404,000 |
Basis of Presentation and Bus31
Basis of Presentation and Business (Details Narrative) - shares | Apr. 27, 2015 | Apr. 27, 2015 |
Number of common shares issued for acquisition | 28,000,000 | |
Share Exchange Agreement [Member] | ||
Number of common shares issued for acquisition | 22,600,000 | |
Shareholders in exchange for restricted shares of common stock | 28,000,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Bad debt expense | $ 36,954 | $ 97,406 |
Computer and Office Equipment [Member] | Minimum [Member] | ||
Property and equipment useful life | 3 years | |
Computer and Office Equipment [Member] | Maximum [Member] | ||
Property and equipment useful life | 5 years | |
Office Furniture [Member] | ||
Property and equipment useful life | 7 years |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Schedule of Change in Level 3 Financial Instrument (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Accounting Policies [Abstract] | |
Issued during the year ended December 31, 2016 | $ 1,226,020 |
Converted | (373,616) |
Change in fair value recognized in operations | (268,236) |
Total | $ 584,168 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Estimated Fair Value of Derivative Instruments Assumptions (Details) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Estimated Dividends | |
Expected Volatility | 261.35% |
Risk Free Interest Rate | 2.79% |
Minimum [Member] | |
Expected Term | 4 days |
Maximum [Member] | |
Expected Term | 36 months |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stockholders' deficit | $ 1,815,049 | $ 606,747 | $ (33,077) |
Working capital deficiency | $ 3,301,057 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Oct. 12, 2015 | Apr. 27, 2015 | Apr. 27, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Number of common shares issued for acquisition | 28,000,000 | ||||
Number of common stock issued for consideration of cash payment | $ 931,250 | ||||
Notes payable | 107,500 | $ 107,500 | |||
Assets acquired and liabilities assumed amortization expenses | 494,584 | ||||
Selling, general and administrative expense | 4,978 | ||||
Increased interest expenses | 9,525 | ||||
2015 [Member] | |||||
Assets acquired and liabilities assumed amortization expenses | 88,270 | ||||
2016 [Member] | |||||
Assets acquired and liabilities assumed amortization expenses | $ 406,315 | ||||
Share Exchange Agreement [Member] | |||||
Number of common shares issued for acquisition | 22,600,000 | ||||
Number of shares issued to shareholders in exchange for restricted shares of common stock | 28,000,000 | ||||
Share Exchange Agreement [Member] | DigitizeIQ, LLC [Member] | |||||
Number of common shares issued for acquisition | 1,250,000 | ||||
Number of common stock issued for consideration of cash payment | $ 250,000 | ||||
Cash payment refunded | 150,000 | ||||
Share Exchange Agreement [Member] | DigitizeIQ, LLC [Member] | Three Notes [Member] | |||||
Notes payable | $ 250,000 | ||||
Share Exchange Agreement [Member] | Shareholders of Media [Member] | |||||
Number of common shares issued for acquisition | 22,600,000 | ||||
Number of shares issued to shareholders in exchange for restricted shares of common stock | 28,000,000 | ||||
Percentage of outstanding shares owned by shareholders of media | 90.00% | 90.00% |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisitions of Assets and Liabilities Assumed (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash | $ 128,063 | |
Accounts receivable | 4,800 | |
Intangible assets (See Note 5) | 384,644 | |
Goodwill | 866,782 | |
Total assets | 1,384,289 | |
Accounts payable and accrued expenses | (11,222) | |
Credit card liability | (153,097) | |
Deferred revenue | (288,720) | |
Net assets acquired | 931,250 | |
Cash and notes issued | 831,250 | |
Value of common stock issued | 100,000 | |
Total consideration | 931,250 | |
Preliminary Amount Estimated By The Company [Member] | ||
Cash | 128,063 | |
Accounts receivable | 4,800 | |
Intangible assets (See Note 5) | 1,630,973 | |
Goodwill | ||
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 | 840,775 | |
Value of common stock issued | 475,000 | |
Total consideration | 1,315,775 | |
Adjustments [Member] | ||
Cash | ||
Accounts receivable | ||
Intangible assets (See Note 5) | (1,246,329) | |
Goodwill | 866,782 | |
Total assets | (379,547) | |
Accounts payable and accrued expenses | (4,978) | |
Credit card liability | ||
Deferred revenue | ||
Net assets acquired | (384,525) | |
Cash and notes issued | (9,525) | |
Value of common stock issued | (375,000) | |
Total consideration | $ (384,525) |
Acquisitions - Summary of Opera
Acquisitions - Summary of Operating Results of Acquisition (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Combinations [Abstract] | |
Revenue | $ 3,720,955 |
Net income (loss) | $ (250,664) |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Dec. 23, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 12, 2015 |
Goodwill | $ 866,782 | |||
BLVD [Member] | ||||
Intangible assets impairment adjustment recorded | $ 372,706 | |||
KSIX and BLVD [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 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cost | $ 384,644 | $ 2,774,135 |
Accumulated amortization | 167,449 | 507,777 |
Balance | 217,195 | 2,266,358 |
Asset impairment | 372,706 | |
Amortization expense | $ 430,128 | 499,425 |
KSIX and BLVD Customer Lists and Related Contracts [Member] | ||
Intangible assets, term | 3 years | |
Cost | 1,143,162 | |
DIQ Intial Customer Lists and Contracts [Member] | ||
Intangible assets, term | 3 years | |
Cost | 1,630,973 | |
DIQ Customer Relationships [Member] | ||
Intangible assets, term | 5 years | |
Cost | $ 183,255 | |
DIQ Noncompetition Agreement [Member] | ||
Intangible assets, term | 2 years | |
Cost | $ 201,389 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Revenue Disclosure [Abstract] | ||
Deferred revenue | $ 165,000 | $ 518,240 |
Credit Card Liability (Details
Credit Card Liability (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Credit card liability | $ 336,726 | $ 274,135 |
Long-Term Debt - Related Part43
Long-Term Debt - Related Party (Details Narrative) - USD ($) | Aug. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term Debt - Related Party Details Narrative | |||
Promissory note, principal amount | $ 107,500 | ||
Promissory note equal annual payment | $ 26,875 | ||
Payment due | Apr. 28, 2016 | ||
Accrue interest percentage | 6.00% | ||
Common stock conversion price percentage | 70.00% | ||
Accrued interest | $ 1,088 | $ 0 |
Long-Term Debt - Related Part44
Long-Term Debt - Related Party - Schedule of Long Term Debt Related Party (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term Debt - Related Party Details Narrative | ||
Note payable to director due in four equal annual installments of $26,875 on April 28 of each year | $ 107,500 | $ 107,500 |
Less debt discount | ||
Long-term debt - related party gross | 107,500 | 107,500 |
Less current portion - related party | 53,750 | 26,875 |
Long-term debt - related party | $ 53,750 | $ 80,625 |
Long-Term Debt - Related Part45
Long-Term Debt - Related Party - Schedule of Long Term Debt Related Party (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Note payable due date | Apr. 28, 2016 | |
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 | $ 26,875 |
Note payable installments due | four equal annual installments | four equal annual installments |
Note payable due date | Apr. 28, 2016 | Apr. 28, 2016 |
Notes Payable and Long-Term D46
Notes Payable and Long-Term Debt (Details Narrative) - USD ($) | Dec. 25, 2016 | Nov. 25, 2016 | Sep. 22, 2016 | May 23, 2016 | Apr. 01, 2016 | Mar. 24, 2016 | Mar. 23, 2016 | Feb. 24, 2016 | Jan. 19, 2016 | Aug. 28, 2015 | Nov. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt instrument matures date | Apr. 28, 2016 | ||||||||||||
Percentage of lowest of daily weighted average price | 70.00% | ||||||||||||
Debt bearing interest per annum | 6.00% | ||||||||||||
Loan advance | $ 38,500 | $ 237,677 | |||||||||||
Number of common stock shares issued | 625,000 | 240,000 | |||||||||||
Notes payable | 107,500 | 107,500 | |||||||||||
Debt discount, amount | |||||||||||||
Debt instruments principal amount | $ 107,500 | ||||||||||||
Number of common stock shares issued for debt conversion | 454,545 | ||||||||||||
Accrued interest | 1,088 | 0 | |||||||||||
Loss on debt extinguishment | (107,104) | ||||||||||||
TCA Global Credit Master Fund, LP [Member] | |||||||||||||
Notes payable | 25,146 | ||||||||||||
Debt discount, amount | $ 163,883 | ||||||||||||
Senior Secured Credit Facility Agreement [Member] | |||||||||||||
Percentage of lowest of daily weighted average price | 20.00% | ||||||||||||
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 | ||||||||||||
Notes [Member] | |||||||||||||
Debt bearing interest per annum | 5.00% | ||||||||||||
Debt discount, percentage | 5.00% | ||||||||||||
Convertible Note One [Member] | Salksanna, LLC [Member] | |||||||||||||
Convertible promissory note | $ 53,452 | ||||||||||||
Number of common stock shares issued for debt conversion | 1,953,399 | ||||||||||||
Loss on debt extinguishment | $ 107,104 | ||||||||||||
Convertible Note Two [Member] | Salksanna, LLC [Member] | |||||||||||||
Convertible promissory note | 53,452 | ||||||||||||
Debt instruments principal amount | $ 11,500 | ||||||||||||
Number of common stock shares issued for debt conversion | 383,525 | ||||||||||||
Accrued interest | $ 44 | ||||||||||||
Convertible Note Three [Member] | Salksanna, LLC [Member] | |||||||||||||
Convertible promissory note | 95,405 | ||||||||||||
Debt discount, amount | 87,379 | ||||||||||||
Four Working Capital Notes [Member] | |||||||||||||
Payable in equal monthly installments | $ 2,956 | ||||||||||||
Debt instruments principal amount | $ 245,000 | ||||||||||||
Debt instrument maturity date description | The notes will be repaid between March 31, 2017 and July 31, 2017. | ||||||||||||
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 | ||||||||||||
Second Non Interest Bearing Promissory Note Payable [Member] | Seller [Member] | |||||||||||||
Payable in equal monthly installments | $ 235,000 | ||||||||||||
Third Non Interest Bearing Promissory Note Payable [Member] | |||||||||||||
Payable in equal monthly installments | $ 250,000 | ||||||||||||
Debt instrument matures date | Mar. 12, 2016 | ||||||||||||
January 25, 2017 [Member] | |||||||||||||
Payable in equal monthly installments | $ 14,063 | ||||||||||||
KSIX and BLVD [Member] | |||||||||||||
Payable in equal monthly installments | $ 20,000 | 20,000 | |||||||||||
Debt instrument matures date | Apr. 30, 2016 | ||||||||||||
Percentage of lowest of daily weighted average price | 45.00% | ||||||||||||
KSIX and BLVD [Member] | Maximum [Member] | |||||||||||||
Percentage of lowest of daily weighted average price | 45.00% | ||||||||||||
KSIX and BLVD [Member] | Minimum [Member] | |||||||||||||
Percentage of lowest of daily weighted average price | 35.00% | ||||||||||||
KSIX and BLVD [Member] | Due Within 90 Days [Member] | |||||||||||||
Payable in equal monthly installments | $ 100,000 | ||||||||||||
Debt instrument matures date | Jan. 1, 2017 | ||||||||||||
KSIX and BLVD [Member] | 1st and 15th of Each Month [Member] | |||||||||||||
Payable in equal monthly installments | $ 10,000 | ||||||||||||
Percentage of lowest of daily weighted average price | 45.00% | ||||||||||||
KSIX and BLVD [Member] | Within Sixty Days [Member] | |||||||||||||
Payable in equal monthly installments | $ 30,000 | ||||||||||||
KSIX and BLVD [Member] | 1st And 15th Month [Member] | |||||||||||||
Payable in equal monthly installments | $ 10,000 | ||||||||||||
Debt instrument matures date | Jan. 1, 2017 | ||||||||||||
KSIX and BLVD [Member] | Within 90 Days of January 19, 2016 [Member] | |||||||||||||
Payable in equal monthly installments | $ 100,000 | ||||||||||||
KSIX and BLVD [Member] | Within 60 Days of March 23, 2016 [Member] | |||||||||||||
Payable in equal monthly installments | 30,000 | ||||||||||||
TCA Global Credit Master Fund, LP [Member] | |||||||||||||
Payable in equal monthly installments | $ 28,306 | ||||||||||||
Percentage of lowest of daily weighted average price | 85.00% | ||||||||||||
Convertible promissory note | $ 750,000 | ||||||||||||
Loan advance | $ 400,000 | ||||||||||||
Interest rate | 18.00% | ||||||||||||
Legal fees | 42,500 | ||||||||||||
Line of credit remaining initial committed amount | 350,000 | ||||||||||||
Payment of note payable | $ 250,000 | ||||||||||||
Debt instrument maturity date description | The payment due August 29, 2016 was acquired by Salksanna LLC on September 13, 2016 (See 6 below). The payment due September 29, 2016 was acquired by Salksanna, LLC on October 7, 2016 and the payment due October 29, 2016 was acquired by Salksanna, LLC on December 21, 2016. | ||||||||||||
Percentage of issued and outstanding of common stock | 4.99% | ||||||||||||
Calvary Fund I, LP [Member] | |||||||||||||
Payable in equal monthly installments | $ 18,750 | $ 25,000 | |||||||||||
Percentage of lowest of daily weighted average price | 65.00% | ||||||||||||
Debt discount, amount | $ 52,889 | ||||||||||||
Payments for penalties | $ 30,000 | ||||||||||||
River North Equity, LLC [Member] | |||||||||||||
Payable in equal monthly installments | $ 7,003 | ||||||||||||
Percentage of lowest of daily weighted average price | 90.00% | ||||||||||||
Debt discount, amount | $ 23,339 | ||||||||||||
Amortization of debt discount | 8,774 | ||||||||||||
Maximum invest of common stock value | $ 3,000,000 |
Notes Payable and Long-Term D47
Notes Payable and Long-Term Debt - Schedule of Notes Payable and Long-Term Debt (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | ||
Debt Discount | ||||
Debt Discount, Current | 0 | 0 | ||
Less current portion | 1,788,124 | 1,104,159 | ||
Debt Discount, Non Current | 87,379 | 0 | ||
Long-term debt | 58,651 | 555,937 | ||
Notes Payable And Long-term Debt One [Member] | ||||
Long term debt gross | 68,973 | 91,706 | ||
Debt Discount | ||||
Carrying value | 68,973 | 91,706 | ||
Notes Payable And Long-term Debt Two [Member] | ||||
Long term debt gross | 590,000 | [1] | 720,000 | |
Debt Discount | [1] | |||
Carrying value | 590,000 | [1] | 720,000 | |
Notes Payable And Long-term Debt Three [Member] | ||||
Long term debt gross | 101,250 | 101,250 | ||
Debt Discount | ||||
Carrying value | 101,250 | 101,250 | ||
Notes Payable And Long-term Debt Four [Member] | ||||
Long term debt gross | 485,000 | [2] | 750,000 | |
Debt Discount | [2] | 2,860 | ||
Carrying value | 485,000 | [2] | 747,140 | |
Notes Payable And Long-term Debt Five [Member] | ||||
Long term debt gross | [3] | 261,043 | ||
Debt Discount | [3] | |||
Carrying value | [3] | 261,043 | ||
Notes Payable And Long-term Debt Six [Member] | ||||
Long term debt gross | [4] | 130,000 | ||
Debt Discount | [4] | |||
Carrying value | [4] | 130,000 | ||
Notes Payable And Long-term Debt Seven [Member] | ||||
Long term debt gross | [5] | 27,500 | ||
Debt Discount | [5] | 8,774 | ||
Carrying value | [5] | 18,726 | ||
Notes Payable And Long-term Debt Eight [Member] | ||||
Long term debt gross | [6] | 95,405 | ||
Debt Discount | [6] | 87,379 | ||
Carrying value | [6] | 8,026 | ||
Working Capital Notes [Member] | ||||
Long term debt gross | [7] | 183,757 | ||
Debt Discount | [7] | |||
Carrying value | [7] | 183,757 | ||
Notes Payable and Long Term Debt [Member] | ||||
Long term debt gross | 1,942,928 | 1,662,956 | ||
Debt Discount | 96,153 | 2,860 | ||
Carrying value | 1,846,775 | 1,660,096 | ||
Notes Payable and Long-Term Debt, Current | 1,796,898 | 1,107,019 | ||
Debt Discount, Current | 8,774 | 2,860 | ||
Less current portion | 1,846,775 | 1,104,159 | ||
Notes Payable and Long-Term Debt, Non Current | 146,030 | 555,937 | ||
Debt Discount, Non Current | 87,379 | |||
Long-term debt | $ 58,651 | $ 555,937 | ||
[1] | The Convertible Promissory Note was modified on January 19, 2016 to release the pledge of the holder's former membership units in Ksix and BMG, to make the note convertible into the Company's common stock and to require an extra payment of $100,000 due within 90 days. The terms of the Convertible Note provided in the event the Note was not paid prior to the Maturity Date (January 1, 2017) or that payments are not made to the holder by the due date ($10,000 on the 1st and 15th of each month), the holder shall have the right thereafter, exercisable in whole or in part, to convert the outstanding principal or payment then due into shares of the common stock of the Company. The Convertible Promissory Note provided the note conversion price was determined by taking the lowest closing price of the Company's common stock in the previous ten trading days and then applying a 45% discount. On March 23, 2016, the parties entered into an Addendum to the Convertible Promissory Note to allow an immediate conversion of the $20,000 payments due in April 2016 at the 45% discount rate; to modify the conversion discount rate from 45% to 35% for any future conversions; and to require an additional payment of $30,000 within sixty days. The Company evaluated the embedded conversion feature for derivative treatment and the debt discount is fully amortized at December 31, 2016. The original note and the convertible promissory note provide for semi-monthly payments of $10,000 due on the 1st and 15th of the month, with any unpaid balance due on January 1, 2017. If the Company paid the unpaid balance on December 31, 2016, they were allowed a discount of $200,000 from the remaining balance. In addition, the modification and addendum, provided for two additional payments during 2016. Within 90 days of January 19, 2016, the Company was required to make an additional payment of $100,000 and within 60 days of March 23, 2016, the Company was required to make an additional payment of $30,000. As of January 1, 2017 the total balance is past due. | |||
[2] | Notes due seller of DigitizeIQ, LLC includes a series of notes as follows:A non-interest bearing Promissory Note made payable to the Seller in the amount of $250,000, which was due on November 12, 2015; (Paid February 26, 2016).A second non-interest bearing Promissory Note made payable to the Seller in the amount of $250,000, which was due on January 12, 2016; (Balance at December 31, 2016 - $235,000)A third non-interest bearing Promissory Note made payable to the Seller in the amount of $250,000, which was due on March 12, 2016 (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 was amortized to interest expense until the due date of the notes. | |||
[3] | 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 payment due August 29, 2016 was acquired by Salksanna LLC on September 13, 2016 (See 6 below). The payment due September 29, 2016 was acquired by Salksanna, LLC on October 7, 2016 and the payment due October 29, 2016 was acquired by Salksanna, LLC on December 21, 2016. (See 6 below).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 Company's common stock on its principal trading market. The stock was valued at the trading price on the date of the agreement and the resulting $300,000 was included as a direct reduction from the carrying amount of the debt liability and is being amortized to interest expense over the eighteen month loan payment period.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 Company's 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 TCA note was restructured effective August 29, 2016, September 29, 2016 and October 29, 2016 to accommodate the payment of the amounts due on those dates by Salksanna, LLC and the issue by the Company of convertible notes payable to Salksanna for the amounts of those payments. (See 6 below.) The restructured note to TCA added $25,146 to each payment for the loan fee originally paid with common stock. When the fee is paid in full, the 1,782,000 shares will be returned to the Company. The payments due TCA on November 29, 2016 and December 29, 2016 are currently unpaid and this default resulted in the note becoming convertible into common stock of the Company.The Company evaluated the resulting embedded conversion feature for derivative treatment and recorded an initial derivative liability and debt discount of $198,524. The debt discount was amortized to $130,585 at December 31, 2016 and together with the unamortized loan cost of $130,458 make up the total debt discount of $261,043.The Company is also responsible for other transaction, due diligence and legal fees of $42,500 if it draws the remaining $350,000 initially committed.The proceeds from the loan were used to pay a $250,000 note to the seller of DIQ and for working capital. | |||
[4] | Calvary Fund I, LP (formerly Pinz Capital International, L.P.) Note - The Calvary note payable was due in installments of $25,000 plus accrued interest on November 25, 2016; $18,750 plus accrued interest on December 25, 2016; $14,063 plus accrued interest on January 25, 2017 and a final payment of the unpaid balance plus accrued interest on May 25, 2017. The agreement provides for limitations on additional indebtedness. If an event of default, as defined in the agreement, occurs and if not cured within ten days, the note becomes convertible into the Company's common stock at a rate equal to 65% of the average VWAP over the previous 5 trading days. If the event of default is for non-payment of any installment due, the amount convertible is limited to the amount of the unpaid installment. Pinz Capital is controlled by a director of the Company. Calvary Fund I, LP acquired the note from Pinz Capital in December 2016.The payments due November 25, 2016 and December 25, 2016 were not made. As a result, the Company was penalized $30,000, which was added to the note balance and due to other past due obligations, it was determined the total balance was in default and due, making the note convertible. Accordingly, a debt discount for the derivative liability was recorded on November 25, 2016 for $101,052. At December 31, 2016, the Company recorded $19,988 in amortization, leaving a balance of $81,064 in debt discount at December 31, 2016. | |||
[5] | Convertible note payable to River North Equity, LLC ("RNE")- The Company evaluated the embedded conversion for derivative treatment and recorded an initial derivative liability and debt discount of $23,190. The debt discount has been amortized to a balance of $10,306 at December 31, 2016.The Company has entered into a number of agreements with RNE wherein RNE has agreed to invest up to $3,000,000 in the common stock of the Company. These agreements require an effective Registration Statement to be on file by the Company and would allow the Company to require RNE to purchase the Company's common stock at 90% of the lowest trading price of the Company's common stock during the previous five trading days. The Company has not yet filed a Registration Statement with the SEC. | |||
[6] | The Company issued three convertible notes to Salksanna, LLC in exchange for payments made by Salksanna to TCA. The first note in the amount of $53,452 was converted into 1,953,399 shares of the Company’s common stock. The second note in the original amount of $53,452 was partially converted with $11,500 in principal and $44 in accrued interest converted into 383,525 shares of the Company’s common stock. The conversion of the first note resulted in a loss on debt extinguishment of $364,145. The partial conversion of the second note resulted in a loss on debt extinguishment of $73,984.At December 31, 2016, the remaining notes with a principal balance of $95,405 have a debt discount of $87,385, consisting of $41,109 of unamortized loan cost and $46,276 in unamortized debt discount from the initial recording of the derivative liability. | |||
[7] | In November 2016, the Company entered into four working capital notes in the original amount of $245,000 which require daily payments aggregating $2,956. The notes will be repaid between March 31, 2017 and July 31, 2017. |
Notes Payable and Long-Term D48
Notes Payable and Long-Term Debt - Schedule of Notes Payable and Long-Term Debt (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Aug. 28, 2015 | |
Debt face amount | $ 107,500 | ||
Debt bearing interest per annum | 6.00% | ||
Debt instrument matures date | Apr. 28, 2016 | ||
Notes Payable And Long-term Debt One [Member] | |||
Debt face amount | $ 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] | |||
Debt original amount | 950,000 | 950,000 | |
Convertible promissory note | $ 700,000 | 700,000 | |
Notes Payable And Long-term Debt Three [Member] | |||
Debt bearing interest per annum | 6.00% | ||
Payable in equal monthly installments | $ 25,313 | $ 25,313 | |
Notes Payable And Long-term Debt Five [Member] | |||
Debt bearing interest per annum | 18.00% | ||
Payable in equal monthly installments | $ 28,306 | ||
Notes Payable And Long-term Debt Six [Member] | |||
Debt bearing interest per annum | 18.00% | ||
Notes Payable And Long-term Debt Seven [Member] | |||
Debt bearing interest per annum | 10.00% | ||
Debt instrument matures date | Apr. 13, 2017 | ||
Notes Payable And Long-term Debt Eight [Member] | |||
Debt bearing interest per annum | 10.00% | ||
Debt instrument matures date | Mar. 13, 2018 |
Notes Payable and Long-Term D49
Notes Payable and Long-Term Debt - Schedule of Estimated Fair Value Assumptions used in Black-Scholes Option Pricing Model (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Expected volatility | 261.35% |
Risk free interest rate | 2.79% |
Minimum [Member] | |
Expected term | 4 days |
Maximum [Member] | |
Expected term | 36 months |
Derivative Liability [Member] | |
Estimated dividends | |
Derivative Liability [Member] | Minimum [Member] | |
Expected volatility | 194.65% |
Risk free interest rate | 1.77% |
Derivative Liability [Member] | Maximum [Member] | |
Expected volatility | 273.69% |
Risk free interest rate | 2.86% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 4,768,000 |
Operating loss carryforwards expiration date description | expire commencing in fiscal 2034. |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | (1,267,100) | (454,300) |
Change in valuation allowance | 1,267,100 | 454,300 |
Income Tax Benefit |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefits from Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | (34.00%) | (34.00%) |
State income tax, net of federal benefit | 0.00% | 0.00% |
Increase in valuation allowance | 34.00% | 34.00% |
Effective income tax rates | 0.00% | 0.00% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Related Valuation Allowances (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, Net operating losses | $ 1,621,400 | $ 443,400 |
Deferred tax assets, Option compensation accrual | 102,400 | 13,300 |
Deferred tax assets | 1,723,800 | 456,700 |
Valuation allowance | (1,723,800) | (456,700) |
Deferred tax assets, net of valuation allowance |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | Nov. 23, 2016 | Oct. 26, 2016 | Oct. 06, 2016 | Sep. 22, 2016 | Sep. 19, 2016 | Aug. 17, 2016 | Jun. 10, 2016 | May 23, 2016 | May 13, 2016 | May 10, 2016 | May 06, 2016 | Apr. 18, 2016 | Apr. 05, 2016 | Apr. 01, 2016 | Mar. 24, 2016 | Feb. 24, 2016 | Feb. 01, 2016 | Jan. 04, 2016 | Oct. 12, 2015 | Sep. 29, 2015 | Jul. 16, 2015 | Jun. 04, 2015 | May 18, 2015 | Apr. 27, 2015 | Nov. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 02, 2016 | Sep. 16, 2016 | May 30, 2016 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 10,000,000 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 10,000,000 | |||||||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Common stock, shares issued | 57,343,901 | 36,130,432 | ||||||||||||||||||||||||||||
Common stock, shares outstanding | 3,114,812 | 57,343,901 | 36,130,432 | |||||||||||||||||||||||||||
Common stock issued for services, shares | 3,150,000 | 48,000 | ||||||||||||||||||||||||||||
Common stock issued for services | $ 516,600 | $ 14,880 | $ 1,407,788 | |||||||||||||||||||||||||||
Common shares in exchange for convertible note payable, shares | 454,545 | |||||||||||||||||||||||||||||
Common shares in exchange for convertible note payable | $ 20,000 | $ 510,754 | ||||||||||||||||||||||||||||
Common stock in exchange for cash, shares | 250,000 | 100,000 | ||||||||||||||||||||||||||||
Common stock in exchange for cash | $ 20,000 | $ 10,000 | ||||||||||||||||||||||||||||
Number of shares issued for common stock, shares | 625,000 | 240,000 | ||||||||||||||||||||||||||||
Number of shares issued for common stock | $ 50,000 | $ 38,688 | ||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Number of common stock for acquisition | $ (93,666) | |||||||||||||||||||||||||||||
Number of common stock shares compensation | 301,133 | |||||||||||||||||||||||||||||
Option to purchase, value | $ 959,940 | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Parent Company [Member] | ||||||||||||||||||||||||||||||
Common shares in exchange for convertible note payable, shares | 1,000,000 | |||||||||||||||||||||||||||||
Common shares in exchange for convertible note payable | $ 100,000 | |||||||||||||||||||||||||||||
Number of shares issued for common stock | $ 48,000 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Common stock issued for services, shares | 7,890,000 | |||||||||||||||||||||||||||||
Common stock issued for services | $ 7,890 | |||||||||||||||||||||||||||||
Share price | $ 0.10 | |||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | |||||||||||||||||||||||||||||
Number of common shares issued for acquisition | 3,114,812 | |||||||||||||||||||||||||||||
Number of common stock for acquisition | $ 3,114 | |||||||||||||||||||||||||||||
Convertible Note Payable [Member] | ||||||||||||||||||||||||||||||
Common shares in exchange for convertible note payable, shares | 1,953,399 | |||||||||||||||||||||||||||||
Common shares in exchange for convertible note payable | $ 53,452 | |||||||||||||||||||||||||||||
Accrued interest | $ 5,345 | |||||||||||||||||||||||||||||
Convertible Note Payable One [Member] | ||||||||||||||||||||||||||||||
Common shares in exchange for convertible note payable, shares | 383,525 | |||||||||||||||||||||||||||||
Common shares in exchange for convertible note payable | $ 11,500 | |||||||||||||||||||||||||||||
Accrued interest | $ 44 | |||||||||||||||||||||||||||||
Common Stock and OneHalf Warrant [Member] | ||||||||||||||||||||||||||||||
Number of shares issued for common stock, shares | 5,975,000 | |||||||||||||||||||||||||||||
Number of shares issued for common stock | $ 597,500 | |||||||||||||||||||||||||||||
Legal Services Agreement [Member] | ||||||||||||||||||||||||||||||
Common stock issued for services, shares | 250,000 | |||||||||||||||||||||||||||||
Common stock issued for services | $ 112,500 | |||||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Stock options based value | $ 180,000 | |||||||||||||||||||||||||||||
Common stock issued for services, shares | 1,000,000 | 250,000 | ||||||||||||||||||||||||||||
Common stock issued for services | $ 180,000 | $ 30,000 | ||||||||||||||||||||||||||||
Senior Secured Credit Facility Agreement [Member] | ||||||||||||||||||||||||||||||
Number of common stock shares issued for advisory fees | 1,782,000 | |||||||||||||||||||||||||||||
Number of common stock issued for advisory fees value | $ 300,000 | |||||||||||||||||||||||||||||
Loan payable period | 18 months | |||||||||||||||||||||||||||||
Number of shares issued for common stock, shares | 1,782,000 | |||||||||||||||||||||||||||||
Two Year Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Stock options based value | $ 190,000 | |||||||||||||||||||||||||||||
Common stock issued for services, shares | 1,000,000 | |||||||||||||||||||||||||||||
Common stock issued for services | $ 190,000 | |||||||||||||||||||||||||||||
Number of shares issued for common stock, shares | 1,000,000 | |||||||||||||||||||||||||||||
Number of shares issued for common stock | $ 190,000 | |||||||||||||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||||||||||||
Number of shares issued for common stock, shares | 1,800,000 | |||||||||||||||||||||||||||||
Number of shares issued for common stock | $ 180,000 | |||||||||||||||||||||||||||||
One Year Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Common stock issued for services, shares | 1,000,000 | |||||||||||||||||||||||||||||
Common stock issued for services | $ 100,000 | |||||||||||||||||||||||||||||
Compensation with a cashless warrant | 1,500,000 | |||||||||||||||||||||||||||||
Warrant value included in repaid expense and additional paid in capital | $ 389,699 | |||||||||||||||||||||||||||||
6 Month Consulting Contract [Member] | ||||||||||||||||||||||||||||||
Common stock issued for services, shares | 1,000,000 | |||||||||||||||||||||||||||||
Common stock issued for services | $ 50,000 | |||||||||||||||||||||||||||||
Unit Subscription Agreement [Member] | ||||||||||||||||||||||||||||||
Share price | $ 0.10 | |||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.75 | |||||||||||||||||||||||||||||
Number of common stock shares compensation | 3,200,000 | |||||||||||||||||||||||||||||
Option to purchase, value | $ 320,000 | |||||||||||||||||||||||||||||
Offered individual purchase of warrants | 3,600,000 | |||||||||||||||||||||||||||||
Fair value of warrants | $ 20,473 | |||||||||||||||||||||||||||||
Unit Subscription Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Offered individual purchase of warrants | 1,800,000 | |||||||||||||||||||||||||||||
Individual purchase of warrants value | $ 180,000 | |||||||||||||||||||||||||||||
Unit Subscription Agreement [Member] | Individual [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Offered individual purchase of warrants | 1,800,000 | |||||||||||||||||||||||||||||
Individual purchase of warrants value | $ 180,000 | |||||||||||||||||||||||||||||
Unit Subscription Agreement [Member] | Individual [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Offered individual purchase of warrants | 5,000,000 | |||||||||||||||||||||||||||||
Individual purchase of warrants value | $ 500,000 | |||||||||||||||||||||||||||||
Unit Subscription Agreement With Bcan Holdings LLC [Member] | ||||||||||||||||||||||||||||||
Share price | $ 0.08 | |||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | |||||||||||||||||||||||||||||
Number of common stock shares compensation | 3,375,000 | |||||||||||||||||||||||||||||
Option to purchase, value | $ 270,000 | |||||||||||||||||||||||||||||
Unit Subscription Agreement With Bcan Holdings LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Offered individual purchase of warrants | 625,000 | |||||||||||||||||||||||||||||
Individual purchase of warrants value | $ 50,000 | |||||||||||||||||||||||||||||
Unit Subscription Agreement With Bcan Holdings LLC [Member] | Individual [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Offered individual purchase of warrants | 4,000,000 | |||||||||||||||||||||||||||||
Individual purchase of warrants value | $ 320,000 | |||||||||||||||||||||||||||||
Unit Subscription Agreement With Seventeen Unrelated Companies and Individuals [Member] | ||||||||||||||||||||||||||||||
Share price | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||||
Individual [Member] | Unit Subscription Agreement With Bcan Holdings LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Offered individual purchase of warrants | 625,000 | |||||||||||||||||||||||||||||
Individual purchase of warrants value | $ 50,000 | |||||||||||||||||||||||||||||
Parties [Member] | Unit Subscription Agreement With Seventeen Unrelated Companies and Individuals [Member] | ||||||||||||||||||||||||||||||
Offered individual purchase of warrants | 5,975,000 | 5,975,000 | ||||||||||||||||||||||||||||
Individual purchase of warrants value | $ 597,500 | $ 597,500 | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||||
Percentage of preferred shares outstanding to modify provisions | 75.00% | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Carter Matzinger [Member] | ||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||||
Preferred stock, shares issued | 10,000,000 | |||||||||||||||||||||||||||||
Preferred stock shares designation | 10,000,000 | |||||||||||||||||||||||||||||
Preferred stock shares issued upon conversion | 10 | |||||||||||||||||||||||||||||
Common stock based on the market price | $ 0.19 | |||||||||||||||||||||||||||||
Stock options based value | $ 190,000 | |||||||||||||||||||||||||||||
Common stock issued for services, shares | 10,000,000 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Assumption Used Value of Options (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Expected term | 4 years |
Expected average volatility | 398.18% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 1.44% |
Expected annual forfeiture rate | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 22, 2016 | Jun. 10, 2016 | May 23, 2016 | May 10, 2016 | May 06, 2016 | Sep. 29, 2015 | Dec. 31, 2016 |
Number of shares issued for common stock, shares | 625,000 | 240,000 | |||||
Number of shares issued for common stock | $ 50,000 | $ 38,688 | |||||
Number of shares issued for services | 3,150,000 | 48,000 | |||||
Carter Matzinger [Member] | Series A Preferred Stock [Member] | |||||||
Stock options based value | $ 190,000 | ||||||
Number of shares issued for services | 10,000,000 | ||||||
Two Year Consulting Agreement [Member] | |||||||
Number of shares issued for common stock, shares | 1,000,000 | ||||||
Number of shares issued for common stock | $ 190,000 | ||||||
Stock options based value | $ 190,000 | ||||||
Number of shares issued for services | 1,000,000 | ||||||
Two Year Consulting Agreement [Member] | Director [Member] | |||||||
Number of shares issued for common stock, shares | 1,000,000 | ||||||
Number of shares issued for common stock | $ 190,000 | ||||||
Stock options based value | $ 190,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transaction (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | ||
Balance at beginning of year | $ 318,002 | $ 80,325 |
New advances | 40,000 | 407,000 |
Repayment | (1,500) | (169,323) |
Balance at end of year | $ 356,502 | $ 318,002 |
Commitments and Contingencies58
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 07, 2016 | Dec. 31, 2016 | Aug. 28, 2015 |
Number of restricted common stock shares issued | 12,000,000 | ||
Cash payment | $ 500,000 | $ 6,000,000 | |
Promissory note, principal amount | $ 107,500 | ||
True Wireless, LLC [Member] | |||
Warrants to purchase common stock shares | 45,000,000 | ||
Warrants exercise price per share | $ 0.50 | ||
One-Year Promissory Note [Member] | |||
Promissory note, principal amount | $ 6,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Contingent Consideration (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Business Combination, Consideration, total | $ 100,000 | ||
Note payable due December 31, 2018 | 107,500 | $ 107,500 | |
Total consideration | 931,250 | ||
True Wireless, LLC [Member] | |||
Cash paid | 500,000 | ||
Business Combination, Consideration, total | 500,000 | ||
Cash at closing | 1,500,000 | ||
Common stock to be issued prior to closing | [1] | $ 5,304,000 | |
Common stock to be issued prior to closing, shares | 13,200,000 | ||
Common stock to be issued at closing | [2] | $ 51,600,000 | |
Common stock to be issued at closing, shares | [2] | 103,200,000 | |
Note payable due December 31, 2018 | $ 1,500,000 | ||
Total contingent consideration | 59,904,000 | ||
Total consideration | $ 60,404,000 | ||
[1] | Common Stock to be issued upon prior to closing at an average price of approximately $0.42 per share | ||
[2] | Common Stock to be issued at closing at an average price of $0.50 per share. |
Commitments and Contingencies60
Commitments and Contingencies - Schedule of Contingent Consideration (Details) (Parenthetical) - True Wireless, LLC [Member] | Dec. 31, 2016$ / shares |
Common Stock to be issued upon prior to closing at an average price per share | $ 0.40 |
Common Stock to be issued at closing at an average price per share | $ 0.50 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 15, 2017 | May 10, 2017 | May 03, 2017 | Mar. 31, 2017 | Mar. 24, 2017 | Mar. 08, 2017 | Jan. 24, 2017 | Jan. 01, 2017 | Sep. 22, 2016 | Jun. 10, 2016 | May 23, 2016 | Apr. 05, 2016 | Apr. 01, 2016 | Feb. 01, 2016 | Sep. 29, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 10, 2017 | Jan. 30, 2017 | May 06, 2016 |
Common shares in exchange for convertible note payable, shares | 454,545 | |||||||||||||||||||
Common shares in exchange for convertible note payable | $ 20,000 | $ 510,754 | ||||||||||||||||||
Common stock issued for services, shares | 3,150,000 | 48,000 | ||||||||||||||||||
Common stock issued for services | $ 516,600 | $ 14,880 | $ 1,407,788 | |||||||||||||||||
Number of shares issued for common stock, shares | $ 50,000 | $ 38,688 | ||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Notes payable | $ 107,500 | $ 107,500 | ||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||
Common stock issued for services, shares | 1,000,000 | 250,000 | ||||||||||||||||||
Common stock issued for services | $ 180,000 | $ 30,000 | ||||||||||||||||||
True Wireless, LLC [Member] | ||||||||||||||||||||
Notes payable | $ 1,500,000 | |||||||||||||||||||
Warrants to purchase common stock shares | 45,000,000 | |||||||||||||||||||
Repayment of debt | $ 1,500,000 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Common shares in exchange for convertible note payable, shares | 320,000 | |||||||||||||||||||
Common stock issued for services, shares | 800,000 | |||||||||||||||||||
Common stock issued for services | $ 76,250 | |||||||||||||||||||
Convertible note payable | $ 100,000 | $ 30,000 | $ 60,000 | |||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 1,508,296 | 652,173 | 1,923,077 | |||||||||||||||||
Stock issued during period, value, conversion of convertible securities | $ 218,703 | $ 85,435 | $ 96,346 | |||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||
Preferred stock, shares authorized | 100,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||
Repayment of debt | 1,500,000 | |||||||||||||||||||
Subsequent Event [Member] | July 18, 2017 [Member] | ||||||||||||||||||||
Number of shares issued for common stock, shares | 114,000,000 | |||||||||||||||||||
Notes payable | $ 1,500,000 | |||||||||||||||||||
Warrants to purchase common stock shares | 45,000,000 | |||||||||||||||||||
Purchase price | $ 0.50 | |||||||||||||||||||
Percentage ownership of company common stock | 69.50% | |||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||
Common stock, shares authorized | 600,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||||||||||||
Common stock issued for services, shares | 250,000 | 800,000 | ||||||||||||||||||
Common stock issued for services | $ 20,000 | $ 152,355 | ||||||||||||||||||
Subsequent Event [Member] | Carter Matzinger's [Member] | July 18, 2017 [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||
Percentage ownership of company common stock | 100.00% | |||||||||||||||||||
Majority common stock voting rights | 75.00% | |||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | Anthony P. Nuzzo [Member] | ||||||||||||||||||||
Common stock issued for services, shares | 600,000 | |||||||||||||||||||
Common stock issued for services | $ 252,000 | |||||||||||||||||||
Subsequent Event [Member] | Modification of Consulting Agreement [Member] | ||||||||||||||||||||
Common stock issued for services, shares | 600,000 | |||||||||||||||||||
Common stock issued for services | $ 252,000 | |||||||||||||||||||
Subsequent Event [Member] | Master Agreement [Member] | ||||||||||||||||||||
Number of shares issued for common stock, shares | $ 12,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Calvary Fund I, LP [Member] | ||||||||||||||||||||
Common shares in exchange for convertible note payable, shares | 310,675 | |||||||||||||||||||
Common shares in exchange for convertible note payable | $ 7,500 | |||||||||||||||||||
Accrued interest | $ 5,000 | $ 5,000 | ||||||||||||||||||
Subsequent Event [Member] | Cox [Member] | July 18, 2017 [Member] | ||||||||||||||||||||
Number of shares issued for common stock, shares | $ 12,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Cox [Member] | July 18, 2017 [Member] | Equity Closing [Member] | ||||||||||||||||||||
Number of shares issued for common stock, shares | $ 102,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Matzinger [Member] | July 18, 2017 [Member] | Post Equity Closing [Member] | ||||||||||||||||||||
Equity method investment, description | It was agreed that, at the Post Equity Closing, Matzinger would submit for cancellation and retirement all of his (or his assigns) shares of Company Common Stock in excess of 14 million shares. As a result thereof, Matzinger would hold no more than 14 million shares of Company Common Stock following the Equity Closing. | |||||||||||||||||||
Subsequent Event [Member] | True Wireless, LLC [Member] | ||||||||||||||||||||
Notes payable | $ 1,500,000 | |||||||||||||||||||
Subsequent Event [Member] | Calvary Fund I, LP [Member] | ||||||||||||||||||||
Common shares in exchange for convertible note payable, shares | 100,000 | |||||||||||||||||||
Common shares in exchange for convertible note payable | $ 4,800 | |||||||||||||||||||
Accrued interest | $ 3,200 |