Xhibit 10-Q 15 Oct 14 2014 Q2 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	6 Months Ended
	Jun. 29, 2014	Oct. 03, 2014
Document And Entity Information	'	'
Entity Registrant Name	'XHIBIT CORP.	'
Entity Central Index Key	'0001393631	'
Document Type	'10-Q	'
Document Period End Date	29-Jun-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Public Float	'	$75,805,581
Entity Common Stock, Shares Outstanding	'	108,232,935
Document Fiscal Period Focus	'Q2	'
Document Fiscal Year Focus	'2014	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 29, 2014	Dec. 31, 2013
Current assets:	'	'
Cash	$897,664	$17,404,201
Accounts receivable, net	4,091,023	13,377,447
Inventories	36,074,307	20,007,110
Prepaid expenses	2,043,010	1,597,387
Total current assets	43,106,004	52,386,145
Property and equipment, net	6,121,892	5,837,806
Intangibles, net	27,711,040	28,525,745
Deferred financing fees, net	273,581	225,872
Other assets	437,408	437,408
TOTAL ASSETS	77,649,925	87,412,976
LIABILITIES AND SHAREHOLDERS' EQUITY	'	'
Accounts payable	16,085,125	26,007,807
Accrued expenses	1,371,018	2,179,307
Accrued payroll and related expenses	1,353,364	1,267,760
Accrued restructuring costs	42,222	148,939
Customer deposits	44,295,808	37,481,524
Related party debt	10,113,862	'
Notes payable, related parties	'	1,235,000
Deferred revenue	77,858	171,428
Total current liabilities	73,339,257	68,491,765
Revolving bank line of credit	'	3,669,095
Related party debt	'	5,000,000
Accrued restructuring costs, non-current portion	'	36,986
Total liabilities	73,339,257	77,197,846
Commitments and contingencies	'	'
SHAREHOLDERS' EQUITY (DEFICIT)	'	'
Preferred stock, authorized 80,000,000 shares, $0.0001 par value, none issued or outstanding	'	'
Common stock, authorized 480,000,000 shares, $0.0001 par value, 108,232,935 and 107,839,234 shares issued and outstanding at June 29, 2014 and December 31, 2013, respectively.	10,823	10,784
Additional paid in capital	186,083,018	185,345,544
Accumulated deficit	-181,783,173	-175,141,198
Total shareholders' equity	4,310,668	10,215,130
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$77,649,925	$87,412,976

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 29, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Preferred stock shares par value	$0.00	$0.00
Preferred stock shares Authorized	80,000,000	80,000,000
Preferred stock shares Issued	0	0
Preferred stock shares Outstanding	0	0
Common stock, Par value	$0.00	$0.00
Common stock, Authorized	480,000,000	480,000,000
Common stock, Issued	108,232,935	107,839,234
Common stock, outstanding	108,232,935	107,839,234

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014		Jun. 30, 2013
Revenues	'	'	'		'
Internet marketing revenues	$100,302	$1,580,984	$1,543,821		$3,083,263
Net merchandise sales	9,470,479	6,091,367	18,766,159		6,091,367
Placement fees	2,069,421	1,691,636	4,562,934		1,691,636
Gift card and other sales	5,139,243	2,563,663	9,820,784		2,563,663
Total net revenues	16,779,445	11,927,650	34,693,698	[1]	13,429,929
Cost of revenues	10,666,644	7,506,622	21,927,165	[1]	7,693,429
Gross profit	6,112,801	4,421,029	12,766,533	[1]	5,736,500
Operating expenses:	'	'	'		'
Catalog	1,567,099	759,363	3,115,579		759,363
Sales and marketing	4,167,565	1,750,143	7,849,898		2,055,650
Customer service and fulfillment	647,146	314,241	1,319,213		314,241
General and administrative	3,384,627	5,536,227	6,543,906		6,806,303
Development expenses	172,810	357,242	212,429	[1]	628,808
Total operating expenses	9,939,247	8,717,216	19,041,025		10,564,365
Loss from operations	-3,826,446	-4,296,188	-6,274,492		-4,827,865
Non-operating income (expense):	'	'	'		'
Interest expense	-216,984	-32,901	-395,063		-41,096
Other	-40	4,780	-40		4,781
Loss on debt conversion	'	'	'		-66,431
Loss before income taxes	-4,043,470	-4,324,309	-6,669,595		-4,930,611
Income taxes	'	'	'		'
Loss from continuing operations	-4,043,470	-4,324,309	-6,641,975		-4,930,611
Income (loss) from discontinued operations, net of income taxes	7,340	-13,604	27,620		-477,011
Net loss	($4,036,130)	($4,337,913)	($6,641,975)		($5,407,622)
Net income (loss) per common share (basic and diluted):	'	'	'		'
Loss from continuing operations	($0.04)	($0.05)	($0.06)		($0.06)
Income (loss) from discontinued operations	'	'	'		($0.01)
Net loss	($0.04)	($0.05)	($0.06)		($0.07)
Weighted-average shares used to calculate net loss per common share: Basic and diluted	108,232,935	90,608,624	108,167,318		79,456,896
[1]	Restated

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 29, 2014		Jun. 30, 2013
Cash flows from operating activities:	'		'
Net loss	($6,641,975)		($5,407,622)
Adjustments to reconcile net loss to net cash used in operating activities:	'		'
Bad debt expense	266,752		58,119
Depreciation and amortization	1,348,990		894,533
Non-cash stock-based compensation	237,513		2,006,597
Tenant improvement allowance	'		-61,602
Loss on debt conversion	'		66,431
Non-cash interest expense for amortization of deferred financing costs	259,416		'
Accounts receivable	9,019,672		-1,328,968
Inventories	-16,067,197		3,667,011
Prepaid expenses and other current assets	-453,957		-97,714
Other assets	'		-80,543
Accounts payable	-9,922,682		1,258,636
Accrued expenses	-808,289		646,225
Accrued payroll and related expenses	85,604		733,984
Accrued restructuring costs	-143,703		'
Customer deposits	6,814,284		-8,865,320
Deferred revenue	-93,570		77,390
Deferred rent liability	'		22,292
Net cash used in operating activities	-16,099,142		-6,410,551
Cash flows from investing activities:	'		'
Cash acquired in SkyMall Merger	'		4,369,535
Purchases of property and equipment	-759,037		-490,489
Purchases of intangible assets	-51,000		'
Net cash provided by (used in) investing activities	-810,037		3,879,046
Cash flows from financing activities:	'		'
Borrowings on revolving bank line of credit	15,357,400		2,900,000
Payments on revolving bank line of credit	-19,026,495		'
Borrowings on related party debt	12,929,053		'
Payments on related party debt	-7,315,191		'
Deferred financing fees paid	-307,125		'
Proceeds from notes payable, related parties	'		1,035,000
Repayment of note payable, related parties	7,315,191		'
Net cash provided by financing activities	402,642		3,895,000
Net change in cash	-16,506,537		1,363,495
Cash at beginning of period	17,404,201		363,172	[1]
Cash at end of period	897,664	[1]	1,726,667
Supplemental disclosure of non-cash investing and financing activities:	'		'
Common stock issued related party note conversion	'		450,000
Common stock issued for SkyMall Merger	'		151,096,000
Common stock issued for conversion of related party term debt	500,000		'
Cash paid for:	'		'
Interest	206,287		27,625
Income taxes	'		$24,208
[1]	Restated

ORGANIZATION_NATURE_OF_OPERATI

ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 29, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS	'
	Organization
	Xhibit Corp. (“Xhibit” or the “Company”), f/k/a NB Manufacturing, Inc., was incorporated on September 19, 2001 in the State of Nevada.  The original purpose of the Company was to provide manufacturing services.  In November 2012 the Company changed its name from NB Manufacturing, Inc. to Xhibit Corp.
	On May 16, 2013, the Company entered into an Agreement and Plan of Merger (the “SkyMall Merger Agreement”), among Xhibit, Project SMI Corp., a Delaware corporation and wholly-owned subsidiary of Xhibit (“SMI Merger Sub”), SHC Parent Corp., a Delaware corporation (“SHC”), and TNC Group, Inc., an Arizona corporation and Stockholder Representative for the SHC stockholders.  Pursuant to the terms of the Merger Agreement, on May 16, 2013, SMI Merger Sub merged with and into SHC (the “SkyMall Merger”), with SHC surviving the SkyMall Merger as a wholly-owned subsidiary of Xhibit.  SHC is the parent corporation of SkyMall Interests, LLC, a Delaware limited liability company (“Interests”), SkyMall LLC, a Delaware limited liability company (“SkyMall LLC”), and SkyMall Ventures, LLC, a Nevada limited liability company (“SkyMall Ventures,” and, collectively with SHC, Interests and SkyMall LLC, the “SkyMall Companies” or "SkyMall").  The Company issued 44,440,000 shares of common stock to the former shareholders of SHC as part of the SkyMall Merger.
	On July 31, 2013, Chris Richarde resigned from his positions as President and Chairman of the Company and from all positions held in the Company’s subsidiaries.  On August 6, 2013, the Company, and certain of its subsidiaries, entered into a Mutual Release Agreement (the "Release Agreement") with Mr. Richarde.  As a condition of the Release Agreement, Mr. Richarde sold 5,000,000 of his shares to a shareholder of the Company, 15,000,000 shares to X Shares, LLC (“X Shares”), an entity controlled by Jahm Najafi who is a member of the Company’s Board of Directors and the Company’s majority shareholder through beneficial ownership, and canceled 4,440,064 of his shares (Note 15).  Upon completion of the sales and cancellation of the shares at closing, Mr. Richarde retained 20,000,000 shares of the Company’s common stock.
	Nature of Operations
	Through June 2014, Xhibit, through its subsidiaries other than the SkyMall Companies, operated an online lead generation and advertising business providing targeted and measurable online advertising campaigns and programs for a broad base of advertisers and advertising agency customers.  This business enabled marketers to advertise and sell their products and services through affiliate marketing networks.
	SkyMall operates a retail business as a multi-channel, direct marketer offering a wide array of merchandise from numerous direct marketers and manufacturers through the SkyMall catalog and website, SkyMall.com.  SkyMall is best known as the exclusive provider of an in-flight shopping catalog carried on aircraft of large, U.S.-based airlines.  SkyMall features over 25,000 products online with a subset of those being displayed in the in-flight catalog.  Products are sourced directly from manufacturers, through distributors, or through other product aggregators that want to reach SkyMall’s large audience.
	Until September 9, 2014, SkyMall operated a loyalty business as a provider of merchandise, gift cards and experiential rewards reaching millions of loyalty program members in various corporate and other loyalty programs throughout the United States.  SkyMall’s loyalty business, operated through SkyMall Ventures, provided turnkey strategy, creative and fulfillment solutions for numerous customer programs operated by internationally-recognized brands.  During 2014 to date, most of the Company's consolidated revenues were generated by the SkyMall Companies.
	Between June 2013 and June 2014, the Company terminated or suspended all of the legacy Xhibit business operations and on September 9, 2014 the Company sold SkyMall Ventures, its loyalty business unit (Note 19).  After September 9, 2014, all of our revenue will come from the SkyMall commerce business, which generated revenue of approximately $33.7 million in 2013 on a pro forma full year basis.
	Going Concern and Management’s Plans
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  The Company has incurred a loss from operations for the six month period ended June 29, 2014 and the year ended December 31, 2013 of $6,641,975 and $173,862,241, respectively.  Additionally, the Company has a working capital deficit of $30,233,253 at June 29, 2014.  As a result of these factors, a risk exists regarding the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty.
	A multi-step plan was adopted by management to enable the Company to continue to operate and begin to generate operating profits. The highlights of that plan are:
		●	Sale of SkyMall’s loyalty business unit in September 2014 (Note 19),
		●	repayment and retirement of the Company’s revolving credit facility in September 2014 (Note 19),
		●	sales of other assets or business units or other monetization of our assets,
		●	elimination of unprofitable business units and product offerings,
		●	aggressively seek new and additional sales opportunities, and
		●	improve product gross margins through product sourcing efficiencies.

CHANGES_IN_SIGNIFICANT_ACCOUNT

CHANGES IN SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 29, 2014
Accounting Policies [Abstract]	'
NOTE 2 - CHANGES IN SIGNIFICANT ACCOUNTING POLICIES	'
	Basis of Presentation and Principles of Consolidation
	The accompanying consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), include the accounts of Xhibit and its wholly-owned subsidiaries which include the accounts and transactions of SHC Parent Corp. and its subsidiaries from the May 16, 2013 merger date.  The Company does not have any subsidiaries in which it does not directly or indirectly own 100% of the outstanding stock.  Intercompany transactions and balances have been eliminated in consolidation.
	In February 2014, the Company changed its fiscal year end to the 52 or 53 week year that ends on the Sunday closest to December 31.  For 2014, the Company’s fiscal second quarter ended on June 29, 2014 and its fiscal year end will be December 28, 2014.
	Discontinued Operations
	The financial statements separately report discontinued operations and the results of continuing operations (Note 15).  The condensed consolidated financial statements for the three month period ended June 30, 2013 have been restated to present the operations of the Company’s Nutraceutical Products reporting segment as discontinued operations.  Disclosures included herein pertain to the Company’s continuing operations unless noted otherwise.
	Shipping and handling costs
	Amounts billed to customers related to shipping and handling costs totaling $2,929,245 and $821,127 for the six month periods ended June 29, 2013 and June 30, 2012, respectively, are recorded as other revenues.  Shipping and handling costs incurred by the Company are classified as cost of goods sold in the consolidated statements of operations.
	Advertising
	The Company expenses advertising costs when such costs are incurred.  Advertising expenses were $247,233 and $99,845 during the six month periods ended June 29, 2014 and June 30, 2013, respectively.
	Net Loss per Common Share
	Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period.  During the three and six month periods ended June 29, 2014 and June 30, 2013, potentially dilutive securities were not considered in the calculation of dilutive loss per share as their impact would have been anti-dilutive.  Accordingly, basic and diluted net loss per share were identical for the three and six month periods ended June 29, 2014 and June 30, 2013.  Stock options and restricted stock awards outstanding as of June 29, 2014 totaling 285,000 and 1,242,004, respectively, were not included in the computation of diluted loss per share because they were anti-dilutive.
	Recent Accounting Pronouncements
	In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360), which provides amended guidance on the presentation of financial statements and reporting discontinued operations and disclosures of disposals of components of an entity within property, plant and equipment. ASU 2014-08 amends the definition of a discontinued operation and requires entities to disclose additional information about disposal transactions that do not meet the discontinued operations criteria.  The effective date of ASU No. 2014-08 is for disposals that occur in annual periods (and interim periods therein) beginning on or after December 15, 2014, with early adoption permitted.  The Company is currently evaluating the impact, if any, that this amended guidance may have on its consolidated financial statements.
	In May 2014, the Financial Accounting Standards Board  issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides a single, comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersedes virtually all existing revenue recognition requirements and guidance.  This framework is expected to result in less complex guidance in application while providing a consistent and comparable methodology for revenue recognition.  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve the principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation.  ASU No. 2014-09 is effective for annual periods (and interim periods therein) beginning on or after December 15, 2016.  Early adoption is not permitted.  The Company is currently evaluating the impact that this amended guidance will have on its condensed consolidated financial statements.
	In June 2014, Financial Accounting Standards Board issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), which clarifies accounting for share-based payments for which the terms of an award provide that a performance target could be achieved after the requisite service period.  That is the case when an employee is eligible to retire or otherwise terminate employment before the end of the period in which a performance target could be achieved and still be eligible to vest in the award if and when the performance target is achieved.  The updated guidance clarifies that such a term should be treated as a performance condition that affects vesting.  As such, the performance target should not be reflected in estimating the grant-date fair value of the award.  Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered.  The guidance will be effective for the annual periods (and interim periods therein) ending after December 15, 2015.  Early application is permitted.  The Company does not anticipate that this guidance will materially impact its condensed consolidated financial statements.
	In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures.  ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter.  Early application is permitted.  The Company does not anticipate that this guidance will materially impact its condensed consolidated financial statements.

BUSINESS_COMBINATION

BUSINESS COMBINATION	6 Months Ended
	Jun. 29, 2014
Business Combination	'
NOTE 3 - BUSINESS COMBINATION	'
	On May 16, 2013, the Company completed the SkyMall Merger.  The Company issued 44,440,000 shares of its common stock in exchange for 100% of the outstanding shares of common stock of SHC Parent Corp.  The Company valued the 44,440,000 shares issued in the SkyMall Merger at fair value.  With the assumption of liabilities, the total purchase price for the assets was $200,954,670 as of May 16, 2013.  As required by the terms of the acquisition, Mr. Richarde resigned as Chief Executive Officer and was replaced by Kevin Weiss who was later also appointed Chairman of the Xhibit Board of Directors.
	The following is unaudited proforma financial information of the combined entity for the six month period ended June 30, 2013 as though the business combination had been as of the beginning of the reporting period:
	Proforma revenues	$	42,409,325
	Proforma net loss	$	(8,407,357	)
	Proforma loss per common share (basic and diluted)	$	(0.11	)

Accounts_Receivable

Accounts Receivable	6 Months Ended
	Jun. 29, 2014
Accounts Receivable, Net [Abstract]	'
NOTE 4 - ACCOUNTS RECEIVABLE	'
	Accounts receivable consist of the following as of June 29, 2014 and December 31, 2013:
		June 29,			December 31,
		2014			2013
	Trade receivables	$	6,803,070		$	17,501,367
	Merchant bank and other receivables		24,061			175,199
	Placement fees billed in advance of distribution		(1,846,499	)		(2,528,911	)
	Allowance for doubtful accounts		(889,609	)		(1,770,208	)
		$	4,091,023		$	13,377,447
	The Company had outstanding balances in accounts receivable from three customers representing 73% of trade receivables at June 29, 2014 and 71% of trade receivables at December 31, 2013.  Revenues from these three customers represented 62% and 49% of total revenues for the six month periods ended June 29, 2014 and June 30, 2013, respectively.  No other customers represented greater than 10% of net revenues for the six month periods ended June 29, 2014 and June 30, 2013 or total trade receivables at June 29, 2014 and December 31, 2013.

Inventories

Inventories	6 Months Ended
	Jun. 29, 2014
Inventory Disclosure [Abstract]	'
NOTE 5 - INVENTORIES	'
	Inventories consist of the following as of June 29, 2014 and December 31, 2013:
		June 29,		December 31,
		2014		2013
	Gift cards	$	25,396,461	$	18,417,078
	Gift cards in transit		10,373,127		1,359,875
	Paper and other		304,719		230,157
		$	36,074,307	$	20,007,110
	Gift cards in transit consist of gift cards which have been paid for but not yet received by the Company.

PROPERTY_AND_EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 29, 2014
Property, Plant and Equipment [Abstract]	'
NOTE 6 - PROPERTY AND EQUIPMENT	'
	Property and equipment consist of the following as of June 29, 2014 and December 31, 2013:
		June 29,			December 31,
		2014			2013
	Computers, office equipment and software	$	2,434,219		$	2,223,196
	Furniture, fixtures and other		188,478			188,478
	Buildings and improvements		3,971,878			3,971,878
			6,594,575			6,383,552
	Less accumulated depreciation		(1,117,237	)		(662,425	)
	Construction in progress		644,554			116,679
		$	6,121,892		$	5,837,806
	Depreciation expense was $474,951 and $176,276 for the six month periods ended June 29, 2014 and June 30, 2013, respectively.

INTANGIBLE_ASSETS

INTANGIBLE ASSETS	6 Months Ended
	Jun. 29, 2014
Goodwill and Intangible Assets Disclosure [Abstract]	'
NOTE 7 - INTANGIBLE ASSETS	'
	Intangible assets consist of the following as of June 29, 2014 and December 31, 2013:
		Life		June 29,			December 31,
				2014			2013
	Amortizing intangible assets:
	Loyalty partner relationships	7 years		$	7,193,871		$	7,193,871
	Merchant relationships	4 years			3,396,258			3,396,258
	Non-compete agreements				-			53,656
	Internally developed software	4 years			550,000			550,000
	Customer database	3 years			220,000			220,000
					11,360,129			11,413,785
	Less accumulated amortization				(2,690,189	)		(1,878,140	)
					8,669,940			9,535,645
	SkyMall tradename				7,010,000			7,010,000
	Domain names				51,000			-
	Goodwill				11,980,100			11,980,100
				$	27,711,040		$	28,525,745
	Amortization expense was $865,705 and $718,257 for the six month periods ended June 29, 2014 and June 30, 2013, respectively.  Future expected amortization expense for each of the five succeeding calendar years and thereafter is:
	2014		$	887,582
	2015			1,753,285
	2016			1,753,285
	2017			1,686,618
	2018			863,057
	Thereafter			1,726,113
			$	8,669,940

REVOLVING_BANK_LINE_OF_CREDIT

REVOLVING BANK LINE OF CREDIT	6 Months Ended
	Jun. 29, 2014
Line of Credit Facility [Abstract]	'
NOTE 8 - REVOLVING BANK LINE OF CREDIT	'
	On May 10, 2013, the SkyMall Companies entered into a $7,650,000 revolving line of credit note with JPMorgan Chase Bank, N.A. (the “Bank Line”) that refinanced an existing line of credit.  Effective December 31, 2013, the Bank Line was amended.  Based on the amendment terms, the Bank Line expires on June 30, 2015 and interest on outstanding borrowings is payable monthly at a rate of LIBOR plus 0.5%.  The Bank Line is fully guaranteed by, and secured by all of the assets of, Xhibit and its subsidiaries, including the SkyMall Companies, pursuant to Continuing Guarantees and Continuing Security Agreements of Xhibit and each of its subsidiaries.  In addition to the guaranties provided by the Company, the Credit Facility is also guaranteed by an affiliate company controlled by a member of the Company's Board of Directors who is also a majority shareholder through beneficial ownership.  On April 29, 2014, the Bank Line was repaid and the facility was terminated (Note 9).  At December 31, 2013, there was $3,669,095 outstanding under the Bank Line.

RELATED_PARTY_DEBT

RELATED PARTY DEBT	6 Months Ended
	Jun. 29, 2014
Debt Disclosure [Abstract]	'
NOTE 9 - RELATED PARTY DEBT	'
	On September 18, 2013, the Company borrowed $5,000,000 from an entity controlled by a member of the Company’s Board of Directors who is also a majority shareholder of the Company through beneficial ownership (the “Related Party Debt”).  Effective December 31, 2013, the Related Party Debt was amended.  Based on the amendment terms, the Related Party Debt matured on September 18, 2015 and interest was payable monthly at a rate of LIBOR plus 4.5%.  The Company paid points totaling $96,975 to the lender related to refinancing, which are being amortized over the debt term.  The Related Party Debt was junior to the Bank Line but was fully guaranteed by, and secured by all of the assets of, Xhibit and its subsidiaries, including the SkyMall Companies.
	On January 31, 2014, the Company repaid $500,000 of principal on the Related Party Debt through issuance of 393,701 shares of Xhibit common stock (Note 12).  In connection with this repayment, the borrowing capacity was permanently reduced to $4,500,000.  The Company recorded non-cash stock-based compensation of $51,181 on this stock issuance (Note 14).
	On April 29, 2014, the Related Party Debt was further amended.  Among other changes, the amendment: 1) changed the term debt to a revolving credit facility; 2) increased the facility limit from $4,500,000 million to $17,150,000 million; 3) reduced the interest rate from LIBOR plus 4.5 percentage points to LIBOR plus 0.5 percentage point per annum and 4) accelerated the maturity date to January 15, 2015 from the prior maturity date of September 18, 2015.  The covenants under the amended Related Party Debt, which were more restrictive than those previously included, provided additional security such as liens on gift card inventory, more stringent notice requirements, bank account control agreements, daily cash sweeps, and a prohibition on all equity capital raises, among other covenants set forth therein.  The funds drawn on the Related Party Debt were applied to repay and retire the Bank Line (Note 8), which payment amount was $5,153,826, and provide for working capital.  Immediately after the closing of the Related Party Debt amendment, and retirement of Bank Line, the Company borrowed $4,493,324 under the Related Party Debt, which represents an increase of $2,000,000 above the aggregate face amount of the previous outstanding balances on the Bank Line and Related Party Debt facility.
	On September 9, 2014, the Related Party Debt was fully repaid and the facility was terminated (Note 19).

NOTES_PAYABLE_RELATED_PARTIES

NOTES PAYABLE - RELATED PARTIES	6 Months Ended
	Jun. 29, 2014
Due to Related Parties [Abstract]	'
NOTE 10 - NOTES PAYABLE, RELATED PARTIES	'
	In March 2012, the Company issued an unsecured promissory note in the amount of $500,000 to one of its members. The note had a maturity date, as amended, of December 31, 2012 and included interest at a simple rate of 10% per annum.  In January 2013, the note was cancelled.  In exchange for the cancellation, the Company issued 71,429 shares of common stock to the note holder and issued a new note in the amount of $250,000, which bears interest at a 10% annual rate and has a maturity date of December 31, 2013.  As a result of the conversion, the Company recorded a $32,145 loss on the conversion of debt in 2013.  During 2013, the Company made principal payments totaling $50,000 on the note payable.  On January 6, 2014, the Company repaid the remaining $200,000 outstanding principal balance and all outstanding interest on the note payable.  The note holder signed a waiver of default for the period between the time the note matured, December 31, 2013, and the date the note was repaid.
	In May 2012, the Company issued an unsecured promissory note in the amount of $200,000 to one of its members.  The note had a maturity date, as amended, of December 31, 2012 and included interest at a simple rate of 10% per annum.  In January 2013, the note was cancelled.  In exchange for the cancellation, the Company issued 57,143 shares of common stock to the note holder.  As a result, the Company recorded a $34,286 loss on the conversion in January 2013.
	In March 2013, the Company issued an unsecured promissory note in the amount of $100,000 to one of its shareholders.  The note bears interest at a simple rate of 10% per annum and was due and payable on March 28, 2014.  On April 17, 2014, the Company amended the maturity date of promissory note due from March 28, 2014 to April 30, 2014 and on April 29, 2014, the Company repaid all principal and interest outstanding on the note.  The note holder signed a waiver of default for the period between the time the note matured, March 28, 2014, and the date the note was repaid.
	In April 2013, the Company issued unsecured promissory notes in the aggregate principal amount of $585,000 to six of its shareholders.  The notes bear interest at a fixed amount equal to 10% of the principal amount.  On March 31, 2014, the Company repaid all principal and interest outstanding on the notes.
	In May 2013, the Company issued unsecured promissory notes in the aggregate principal amount of $350,000 to two of its shareholders.  The notes bear interest at a fixed amount equal to 10% of the principal amount and are due and payable on May 31, 2014.  On May 30, 2014, the Company repaid all principal and interest outstanding on the notes.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 29, 2014
Commitments and Contingencies Disclosure [Abstract]	'
NOTE 11 - COMMITMENTS AND CONTINGENCIES	'
	In May 2014, the Company shut down the Bosnian Sub, its development subsidiary in Bosnia and Herzegovina.  As part of this shut down, the Company terminated the employment of all employees, completely abandoned its social media applications and terminated the building lease with ABC.  The Company did not incur any significant expenses in connection with shutting down the Bosnian Sub.  The Company is in the process of liquidating the Bosnian Sub.
	Leases
	In November 2011, the Company entered into a lease agreement for corporate office space in Tempe, Arizona.  Under the terms of the agreement, the Company made a payment of $250,000 in 2011 for prepaid rent to be applied to the first nine months’ rent beginning with the commencement date of June 1, 2012.  The lease has pre-established annual rent increases and the original lease term ends in December 2018.  The lease has an option to extend for an additional five years.  The Company was also granted a $790,550 tenant improvement allowance.  This allowance was used for the leasehold improvements completed on August 1, 2012.  Accordingly, the Company recorded the tenant improvement allowance as a deferred lease incentive, and began amortizing the costs on August 1, 2012.
	The Company ceased the use of its Tempe office space during September 2013 in connection with its restructuring plan (Note 13).  Effective December 1, 2013, the Company entered into a sublease for the office space.  Under the terms of the sublease agreement, the Company granted the sub lessee four months of free rent and commencing on April 1, 2014, the sub lessee will pay the Company an amount each month substantially equal to the rent amount due under the original lease.
	In August 2012, the Company entered into a lease agreement with ABC Internet Media (“ABC”), which is owned by the Chief Technology Officer of the Bosnian Sub., to lease approximately 4,900 square feet of office space in Banja Luka, Bosnia and Herzegovina (Notes 17 and 19).  The lease requires monthly payments of 13,500 Bosnian Marks; however it is paid in United States dollars, and can fluctuate month to month depending on the exchange rate.  This lease was terminated in May 2014 in conjunction with the shutdown of the Bosnian Sub.
	In April 2012, the Company entered into a non-cancelable automobile lease for an employee’s car.  The lease requires fixed monthly payments of $1,063 and expires in April 2015.  The Company has the option to purchase the vehicle at the end of the lease.
	The Company has a lease for land on which its offices are currently located in which the renewal term extends through 2015 for the entire leased property and through 2035 for the portion of the land currently used by the Company.  The Company receives rents through a sublease on a portion of the leased land.
	Future minimum payments, not including the lease extension discussed above, net of receipts due under related subleases are as follows:
		Rental Payments		Sublease Receipts		Net Rental Payments
	2014	$	279,016	$	193,827	$	85,189
	2015		548,751		394,099		154,652
	2016		475,250		413,721		61,529
	2017		496,854		445,343		51,511
	2018		528,476		476,965		51,511
	Thereafter		875,686		-		875,686
		$	3,204,033	$	1,923,955	$	1,280,078
	Rental expense was $185,985 and $221,715 for the six month periods ended June 29, 2014 and June 30, 2013, respectively.
	Litigation
	The Company is involved in various legal actions in the ordinary course of business.  Although the outcomes of any such legal actions is uncertain, in the opinion of management, there is no legal proceeding pending or asserted against or involving the Company, the outcome of which is likely to have a material adverse effect upon the consolidated financial position or results of operations of the Company.
	In February 2014, the Company received a Civil Investigative Demand (“CID”) from the U.S. Federal Trade Commission (“FTC”).  In the CID, the FTC has requested information related to certain products marketed in the SkyMall in-flight catalog.  The Company submitted the requested information to the FTC in late March 2014.  In July 2014, the FTC informally advised the Company that it believes SkyMall lacked proper substantiation for claims made with respect to most of the products initially identified by the FTC.  Accordingly, the FTC may pursue consumer redress for the identified items advertised in the SkyMall in-flight catalog.  While the amount of the FTC’s potential demand for consumer redress is not known currently, the Company’s sales of the identified products during the relevant time period was approximately $823,000.  The Company is currently not able to assess the likelihood of a loss related to this matter and accordingly, the Company has not accrued any liability for this matter.
	Sales Tax
	The Company collects and remits sales and use taxes in most states for both its in-flight and loyalty businesses.  In the ordinary course of business, the Company is subject to audit by state and local tax authorities.  At any given time, the Company typically has more than one ongoing audit.  The Company records a contingency accrual for potential exposure related to sales tax audits.  Sales tax contingency accruals included in accrued expenses in the consolidated balance sheet total $243,500 and $338,591 at June 29, 2014 and December 31, 2013, respectively.

SHAREHOLDERS_EQUITY

SHAREHOLDERS' EQUITY	6 Months Ended
	Jun. 29, 2014
Notes to Financial Statements	'
NOTE 12 - SHAREHOLDERS' EQUITY	'
	Preferred stock
	The Company has authorized 80,000,000 shares of preferred stock, par value $0.0001 per share, all of which are undesignated.
	Common stock
	The Company has authorized 480,000,000 shares of common stock, par value $0.0001 per share. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of preferred stock outstanding.
	On January 31, 2014, the Company issued 393,701 shares of Xhibit Corp. common stock to repay $500,000 of principal on the Related Party Debt (Note 9).

RESTRUCTURING_CHARGE

RESTRUCTURING CHARGE	6 Months Ended
	Jun. 29, 2014
Restructuring and Related Activities [Abstract]	'
Note 13 - RESTRUCTURING CHARGE	'
	During September 2013, the Company implemented a restructuring plan to reduce operating costs.  A restructuring charge of $852,859 comprised of severance benefits, outplacement services, and costs to consolidate the Company’s workforce into one location was recorded during September 2013.  The Company ceased the use of its Tempe office space during September 2013 in connection with its restructuring plan (Note 11).  As a result, the Company recorded a cease-use liability equal to the estimated fair value for the costs that will continue to be incurred under the lease contract without economic benefit.  The fair value of the liability at the cease-use date was determined based on the remaining cash flows related to this lease, including future lease payments reduced by the estimated sublease rentals, discounted using a credit-adjusted risk-free rate.  In connection with the lease abandonment, the associated net leasehold improvements, deferred lease incentive, and deferred rent balances were written off.  Effective December 1, 2013, the Company entered into a sublease for the office space.  Under the terms of the sublease agreement, the Company granted the sublessee four months of free rent and commencing on April 1, 2014, the sublessee will pay the Company an amount each month substantially equal to the rent amount due under the original lease.  Consequently, at December 31, 2013, the Company adjusted the cease-use liability for the differences between the sublease income estimates and the actual sublease income per the sublease agreement using the original credit-adjusted risk-free rate.  As a result of the lease abandonment, the Company recorded a total expense of $606,464 during 2013.
	The activity in the accrued restructuring balance, which is included in accrued restructuring costs in the accompanying consolidated balance sheet for the six month period ended June 29, 2014, was as follows:
		Liability		Cash Payments			Non-Cash Expenses			Liability
		as of								as of
		December 31,								June 29,
		2013								2014
	Workforce reduction	$	44,963	$	(39,263	)	$	(5,700	)	$	-
	Lease cease-use		140,962		(98,740	)		-			42,222
			185,925	$	(138,003	)	$	(5,700	)		42,222
	Less non-current portion		36,986								-
	Current portion	$	148,939							$	42,222

NONCASH_STOCKBASED_COMPENSATIO

NON-CASH STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 29, 2014
Non-Cash Stock-Based Compensation	'
NOTE 14 - NON-CASH STOCK-BASED COMPENSATION	'
	For the six month periods ended June 29, 2014 and June 30, 2013, the Company recorded non-cash stock-based compensation as follows:
			Stock Option Plan			Restricted Stock Plan		Other		Total
								Stock-Based Compensation
	Six month period ended June 29, 2014:
	Sales and marketing expenses		$	(21,674	)	$	85,925	$	-	$	64,251
	General and administrative expenses			63,400			144,120		51,181		258,701
	Development expenses			(94,695	)		9,256		-		(85,439	)
			$	(52,969	)	$	239,301	$	51,181	$	237,513
	Six month period ended June 30, 2013:
	Sales and marketing expenses		$	272,495		$	-	$	-	$	272,495
	General and administrative expenses			26,820			-		1,600,000		1,626,820
	Development expenses			107,282			-		-		107,282
			$	406,597		$	-	$	1,600,000	$	2,006,597
	The credits to expense under the stock option plan reflect the reversal of prior period compensation expenses for non-vested options which were forfeited during the six month period ended June 29, 2014.
	Stock Option Plan
	In August 2012, the Company’s Board of Directors adopted the Xhibit Corp. 2012 Stock Option Plan (the “Option Plan”).  Under the Option Plan, the Company may issue up to an aggregate total of 13,000,000 incentive or non-qualified options to purchase the Company’s common stock.  In May 2013, the Company’s Board of Directors authorized the grant of up to 1,900,000 non-qualified stock options to certain of its employees and contractors to purchase common shares under the Option Plan.  A total of 1,895,000 options were granted with an exercise price of $4.02, which was equal to the closing price of the common stock on the OTCBB on the grant date, and a contractual term of ten years.  The options vest and become exercisable ratably over a two year period with 50% of the options vesting on each anniversary of the grant date.  At June 29, 2014, there were 12,715,000 options available for future grants under the Option Plan.
	In order to estimate the fair value of stock options on the date of grant, the Company applied the Black-Scholes-Merton option valuation model.  Inherent in the model are certain highly subjective assumptions related to the expected term of the options, the expected volatility of the Company’s stock price, expected dividends, and a risk-free interest rate.  The fair value of the stock options granted was estimated to be $2.27, based upon the following assumptions:
	Expected term		5.75 years
	Expected stock price volatility			62.55	%
	Dividends		None
	Risk free interest rate			1.3	%
	These assumptions were determined based upon the following considerations:
		●	The Company has no historical stock option experience that would serve as a basis to estimate expected term and the stock options granted have the “plain-vanilla” characteristics described in SEC Staff Accounting Bulletin No. 107 (SAB 107). Therefore, the simplified method described in SAB 107, which uses an average of the options’ contractual term and their weighted average vesting periods, has been used to calculate an estimated expected term.
		●	The Company has a limited trading history for its common stock. Therefore, expected stock price volatility has been estimated based upon the historical stock price volatility of another public company that operates in its industry, using daily price observations over a period equivalent to the expected term of the Company’s stock options. This peer company is similar to the Company, but it is larger in size and has been publicly-traded for a longer period. Thus, it is anticipated that the historical period used to observe the peer company’s volatility will reasonably correspond with the Company’s life cycle stage during the expected term of the options.
		●	As the Company has paid no dividends, and has no present plans to pay dividends in the future, no dividends were assumed for purposes of the fair value estimate.
		●	The risk-free rate is based on the implied yield of 7-year U.S. Treasury notes as of the grant date, as this period would reasonably coincide with the expected term.
	Stock-based compensation expense for employee stock options is recorded over the service/vesting period based on the estimated value of the options that are ultimately expected to vest.  An initial estimated forfeiture rate of 3% has been assumed for this calculation, and stock-based compensation expense will be adjusted as necessary in subsequent periods to reflect actual forfeiture activity.
	Stock option plan award activity during the six month period ended June 29, 2014 was as follows:
			Number of			Average
			Options			Exercise
						Price
	Stock options outstanding at December 31, 2013			842,500		$	4.02
	Granted			-
	Exercised			-
	Forfeited			(557,500	)	$	4.02
	Stock options outstanding at June 29, 2014			285,000		$	4.02
	At June 29, 2014, 142,500 employee stock options were exercisable. No employee stock options were exercisable at June 29, 2014 or December 31, 2013.  As of June 29, 2014, the Company estimates that 53,375 of the stock options outstanding will ultimately vest.  The stock options had no aggregate intrinsic value at June 29, 2014 since the June 29, 2014 closing price for the Company’s stock was lower than the exercise price.
	Restricted Stock Plan
	In September 2013, the Company’s Board of Directors adopted the Xhibit Corp. 2013 Restricted Stock Plan (the “RS Plan”).  Under the RS Plan, the Company may issue up to an aggregate total of 10,000,000 shares of the Company’s common stock.  At June 29, 2014, there were 8,757,996 shares available for future grants under the RS Plan.
	Stock-based compensation expense for employee restricted stock awards is recorded over the service/vesting period based on the estimated value of the awards that are ultimately expected to vest.  An initial estimated forfeiture rate of 10% has been assumed for this calculation, and stock-based compensation expense will be adjusted as necessary in subsequent periods to reflect actual forfeiture activity.
	Restricted stock plan award activity during the six month period ended June 29, 2014 was as follows:
			Number of			Average
			Shares			Grant Date
						Fair Value
	Restricted shares outstanding at December 31, 2013			1,521,753		$	1.98
	Granted			144,584		$	1.24
	Exercised			-
	Forfeited			(424,333	)	$	1.98
	Restricted shares outstanding at June 29, 2014			1,242,004		$	1.89
	As of June 29, 2014, the Company estimates that 795,560 of the restricted stock awards outstanding will ultimately vest.
	Other Stock-Based Compensation
	In connection with the Related Party Debt repayment in January 2014, the Company issued 393,701 shares of its common stock to the debt holder.  Non-cash stock-based compensation of $51,181 was recorded in January 2014 for this transaction (Note 9).
	In conjunction with the SkyMall Merger, the Company issued 400,000 shares of its common stock on July 9, 2013 to an individual as consideration for consulting services provided to the Company in connection with the SkyMall Merger.  Non-cash stock-based compensation expense of $1,600,000 was recorded in June 2013 for this transaction.

NOTE_15_DISCONTINUED_OPERATION

NOTE 15 - DISCONTINUED OPERATIONS	6 Months Ended
	Jun. 29, 2014
Note 15 - Discontinued Operations	'
NOTE 15 - DISCONTINUED OPERATIONS	'
	The Company’s Nutraceutical Products business, which commenced operations in January 2013 and was shut down in October 2013, has been accounted for as discontinued operations.  The operating results of the Company’s Nutraceutical Products business for the six month periods ended June 29, 2014 and June 30, 2013 are summarized below:
		2014		2013
	Revenues	$	-	$	6,860,936
	Income (loss) before income taxes	$	27,620	$	(477,011	)
	Income taxes		-		-
	Income (loss) from discontinued operations, net of taxes	$	27,620	$	(477,011	)

Retirement_Plan

Retirement Plan	6 Months Ended
	Jun. 29, 2014
Retirement Plan	'
NOTE 16 - RETIREMENT PLAN	'
	The SkyMall Companies have a retirement savings 401(k) plan (the “Plan”) covering all the Company’s employees with at least six months of service.  Participants are eligible to defer the maximum allowable percentage of eligible compensation under the Internal Revenue Code.  The Company made no matching contributions to the Plan during the six month periods ended June 29, 2014 and June 30, 2013.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 29, 2014
Related Party Transactions [Abstract]	'
NOTE 17 - RELATED PARTY TRANSACTIONS	'
	As of December 31, 2013, interest payable to related parties totaling $70,940 was included in accrued expenses on the consolidated balance sheet.  No interest payable was outstanding to related parties at June 29, 2014.
	As of December 31, 2013, net accounts receivable from related parties totaling $14,000 were included in accounts receivable on the consolidated balance sheet.
	During the six month period ended June 30, 2013, the Company issued notes payable totaling $1,035,000 to certain of its shareholders (Note 10).  No related party notes payable were issued during the six month period ended June 29, 2014.
	The Company paid ABC, which is owned by the Chief Technology Officer of the Bosnian Sub, lease payments totaling $54,000 and $54,000 for the six month periods ended June 29, 2014 and June 30, 2014, respectively (Note 11).
	During the six month period ended June 30, 2013, the Company paid WAT Works, LLC (“WAT Works”), an entity 50% owned by one of the Company’s employees, $108,704 for reimbursement of certain expenses incurred on the Company’s behalf pursuant to a Marketing Services Agreement.  The Marketing Services Agreement was terminated on June 30, 2013 at no cost to the Company and accordingly, no amount was paid to WAT Works during the six month period ended June 29, 2014.

Segment_Information

Segment Information	6 Months Ended
	Jun. 29, 2014
Segment Information	'
NOTE 18 - SEGMENT INFORMATION	'
	Prior to January 1, 2013, the Company operated as a single reporting segment: Internet Marketing.  In January 2013, the Company began operating a second reporting segment: Nutraceutical Products.  Effective with the SkyMall Merger on May 16, 2013, the Company began operating a third reporting segment: SkyMall.  In October 2013, the Company shut down its Nutraceutical Products reporting segment.  The operating results of the Nutraceutical Products reporting segment have been recorded as discontinued operations in the accompanying condensed consolidated financial statements so the Nutraceutical Products reporting segment is no longer shown as a reporting segment during 2013.  Subsequent to October 2013, the Company operates two reporting segments: SkyMall and Internet Marketing.  Each segment is managed separately and provides different products and services.
	The accounting policies of the segments are the same as described above, but research and development costs and certain selling, general and administrative costs have not been allocated to the segments.  As a result, the segment information presented below is reflective of the manner in which management evaluates profitability for the segments.
	The following table presents information by reporting segment for the six month periods ended June 29, 2014 and June 30, 2013:
		Six Month Period Ended June 29, 2014
		Internet			SkyMall			Corporate			Consolidated
		Marketing
	Revenues	$	1,543,821		$	33,149,877		$	-		$	34,693,698
	Cost of revenues		300,216			21,626,949			-			21,927,165
	Gross profit		1,243,605			11,522,928			-			12,766,533
	Operating expenses		687,862			17,443,534			909,629			19,041,025
	Segment operating income (loss)		555,743			(5,920,606	)		(909,629	)		(6,274,492	)
	Non-operating expenses and income taxes		-			-			(395,103	)		(395,103	)
	Income (loss) from continuing operations	$	555,743		$	(5,920,606	)	$	(1,304,732	)	$	(6,669,595	)
	Depreciation and amortization	$	33,347		$	1,315,643		$	-		$	1,348,990
	Purchases of property and equipment	$	-		$	759,037		$	-		$	759,037
	Gross assets at June 29, 2014	$	266,752		$	77,383,173		$	-		$	77,649,925
		Six Month Period Ended June 30, 2013
		Internet			SkyMall			Corporate			Consolidated
		Marketing
	Revenues	$	3,083,263		$	10,346,666		$	-		$	13,429,929
	Cost of revenues		1,107,327			6,586,102			-			7,693,429
	Gross profit		1,975,936			3,760,564			-			5,736,500
	Operating expenses		3,071,502			6,304,718			1,188,145			10,564,365
	Segment operating income (loss)		(1,095,566	)		(2,544,154	)		(1,188,145	)		(4,827,865	)
	Non-operating expenses and income taxes		-			-			(102,746	)		(102,746	)
	Income (loss) from continuing operations	$	(1,095,566	)	$	(2,544,154	)	$	(1,290,891	)	$	(4,930,611	)
	Depreciation and amortization	$	151,126		$	743,407		$	-		$	894,533
	Purchases of property and equipment	$	181,213		$	309,276		$	-		$	490,489
	Gross assets at June 30, 2013	$	5,763,296		$	194,920,432		$	-		$	200,683,728

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 29, 2014
Subsequent Events	'
NOTE 19 - SUBSEQUENT EVENTS	'
	The Company filed its Annual Report on Form 10-K for the year ended December 31, 2013 on September 10, 2014 which was after the extended due date of April 1, 2014.  This failure to timely file the Annual Report on Form 10-K constituted a breach of certain covenants resulting in defaults under the Company’s Bank Line and Related Party Debt (Notes 8 and 9).  The Company obtained written waivers of default, dated April 2, 2014, for the Bank Line and Related Party Debt.  Both waivers of default provided for a forbearance period through April 30, 2014.  Prior to the expiration of the waiver period, the Related Party Debt was amended and restated, and the Bank Line was repaid and retired.  Also as a result of the Company’s failure to timely file its Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q, broker-dealers are prevented from making a market in the Company’s common stock or disseminating quotations to the public on the OTC Bulletin Board.
	On August 29, 2014, the Company received notice from Delta Air Lines, Inc. that Delta was exercising its right to terminate its contract with SkyMall effective November 30, 2014.  As a result of this contract termination, the SkyMall catalog will not be available on Delta flights after November 30, 2014.
	On September 9, 2014, SkyMall LLC sold 100% of the outstanding membership interests of SkyMall Ventures to Connexions Loyalty, Inc. (“Connexions”) pursuant to a Membership Interest Purchase Agreement dated as of the same date (the “MIPA”), for a cash purchase price of $24,000,000,of which $1,800,000 was placed into escrow to fund potential indemnity claims (the “SkyMall Ventures Sale”).  SkyMall LLC is also entitled to receive a future payment of up to $3,900,000 in cash based upon a formula related to the operating profit of SkyMall Ventures during the 12 months following the closing.  The MIPA contains customary representations, warranties and indemnities.  In connection with the sale, SkyMall LLC also entered into a Transition Services Agreement with Connexions, pursuant to which SkyMall LLC will provide a broad range of services to SkyMall Ventures in support of its operations, including gift card fulfillment, contact center support, telecommunications, information technology, marketing and catalog creation, facilities and accounting and finance.  The Transition Services Agreement provides for a term of up to 18 months, in exchange for which Connexions will pay a fee equal to SkyMall LLC's cost of providing such services, which is initially estimated to be approximately $415,000 per month.  In addition, Xhibit Corp. entered into a Limited Guarantee guaranteeing the indemnity obligations of SkyMall LLC under the MIPA.  As a result of the SkyMall Ventures Sale, the Company will not generate any revenues or operating profits from its loyalty business unit after September 9, 2014. During 2013, SkyMall Ventures recorded merchandise, gift card and other revenue totaling $45,002,007 for sales to loyalty programs operated by its customers.
	In conjunction with the SkyMall Ventures Sale, the Company repaid the $15,206,112 outstanding balance on the Related Party Debt facility on September 9, 2014.  The Related Party Debt facility was terminated immediately after the payoff.

CHANGES_IN_SIGNIFICANT_ACCOUNT1

CHANGES IN SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 29, 2014
Accounting Policies [Abstract]	'
Principles of Consolidation	'
	The accompanying consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), include the accounts of Xhibit and its wholly-owned subsidiaries which include the accounts and transactions of SHC Parent Corp. and its subsidiaries from the May 16, 2013 merger date.  The Company does not have any subsidiaries in which it does not directly or indirectly own 100% of the outstanding stock.  Intercompany transactions and balances have been eliminated in consolidation.
	In February 2014, the Company changed its fiscal year end to the 52 or 53 week year that ends on the Sunday closest to December 31.  For 2014, the Company’s fiscal second quarter ended on June 29, 2014 and its fiscal year end will be December 28, 2014.
Discontinued Operations	'
	The financial statements separately report discontinued operations and the results of continuing operations (Note 15).  The condensed consolidated financial statements for the three month period ended June 30, 2013 have been restated to present the operations of the Company’s Nutraceutical Products reporting segment as discontinued operations.  Disclosures included herein pertain to the Company’s continuing operations unless noted otherwise.
Shipping and Handling Costs	'
	Amounts billed to customers related to shipping and handling costs totaling $2,929,245 and $821,127 for the six month periods ended June 29, 2013 and June 30, 2012, respectively, are recorded as other revenues.  Shipping and handling costs incurred by the Company are classified as cost of goods sold in the consolidated statements of operations.
Advertising	'
	The Company expenses advertising costs when such costs are incurred.  Advertising expenses were $247,233 and $99,845 during the six month periods ended June 29, 2014 and June 30, 2013, respectively.
Net Loss per Common Share	'
	Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period.  During the three and six month periods ended June 29, 2014 and June 30, 2013, potentially dilutive securities were not considered in the calculation of dilutive loss per share as their impact would have been anti-dilutive.  Accordingly, basic and diluted net loss per share were identical for the three and six month periods ended June 29, 2014 and June 30, 2013.  Stock options and restricted stock awards outstanding as of June 29, 2014 totaling 285,000 and 1,242,004, respectively, were not included in the computation of diluted loss per share because they were anti-dilutive.
Recent Accounting Pronouncements	'
	In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360), which provides amended guidance on the presentation of financial statements and reporting discontinued operations and disclosures of disposals of components of an entity within property, plant and equipment. ASU 2014-08 amends the definition of a discontinued operation and requires entities to disclose additional information about disposal transactions that do not meet the discontinued operations criteria.  The effective date of ASU No. 2014-08 is for disposals that occur in annual periods (and interim periods therein) beginning on or after December 15, 2014, with early adoption permitted.  The Company is currently evaluating the impact, if any, that this amended guidance may have on its consolidated financial statements.
	In May 2014, the Financial Accounting Standards Board  issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides a single, comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersedes virtually all existing revenue recognition requirements and guidance.  This framework is expected to result in less complex guidance in application while providing a consistent and comparable methodology for revenue recognition.  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve the principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation.  ASU No. 2014-09 is effective for annual periods (and interim periods therein) beginning on or after December 15, 2016.  Early adoption is not permitted.  The Company is currently evaluating the impact that this amended guidance will have on its condensed consolidated financial statements.
	In June 2014, Financial Accounting Standards Board issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), which clarifies accounting for share-based payments for which the terms of an award provide that a performance target could be achieved after the requisite service period.  That is the case when an employee is eligible to retire or otherwise terminate employment before the end of the period in which a performance target could be achieved and still be eligible to vest in the award if and when the performance target is achieved.  The updated guidance clarifies that such a term should be treated as a performance condition that affects vesting.  As such, the performance target should not be reflected in estimating the grant-date fair value of the award.  Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered.  The guidance will be effective for the annual periods (and interim periods therein) ending after December 15, 2015.  Early application is permitted.  The Company does not anticipate that this guidance will materially impact its condensed consolidated financial statements.
	In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures.  ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter.  Early application is permitted.  The Company does not anticipate that this guidance will materially impact its condensed consolidated financial statements.

Business_Combination_Tables

Business Combination (Tables)	6 Months Ended
	Jun. 29, 2014
Business Combination Tables	'
Proforma financial statements	'
	Proforma revenues	$	42,409,325
	Proforma net loss	$	(8,407,357	)
	Proforma loss per common share (basic and diluted)	$	(0.11	)

Accounts_Receivable_Tables

Accounts Receivable (Tables)	6 Months Ended
	Jun. 29, 2014
Accounts Receivable, Net [Abstract]	'
Accounts receivable	'
		June 29,			December 31,
		2014			2013
	Trade receivables	$	6,803,070		$	17,501,367
	Merchant bank and other receivables		24,061			175,199
	Placement fees billed in advance of distribution		(1,846,499	)		(2,528,911	)
	Allowance for doubtful accounts		(889,609	)		(1,770,208	)
		$	4,091,023		$	13,377,447

Inventories_Tables

Inventories (Tables)	6 Months Ended
	Jun. 29, 2014
Inventory Disclosure [Abstract]	'
Inventories	'
		June 29,		December 31,
		2014		2013
	Gift cards	$	25,396,461	$	18,417,078
	Gift cards in transit		10,373,127		1,359,875
	Paper and other		304,719		230,157
		$	36,074,307	$	20,007,110

PROPERTY_AND_EQUIPMENT_Tables

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 29, 2014
Property, Plant and Equipment [Abstract]	'
Property and equipment balances	'
		June 29,			December 31,
		2014			2013
	Computers, office equipment and software	$	2,434,219		$	2,223,196
	Furniture, fixtures and other		188,478			188,478
	Buildings and improvements		3,971,878			3,971,878
			6,594,575			6,383,552
	Less accumulated depreciation		(1,117,237	)		(662,425	)
	Construction in progress		644,554			116,679
		$	6,121,892		$	5,837,806

INTANGIBLE_ASSETS_Tables

INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 29, 2014
Goodwill and Intangible Assets Disclosure [Abstract]	'
Intangible assets	'
		Life		June 29,			December 31,
				2014			2013
	Amortizing intangible assets:
	Loyalty partner relationships	7 years		$	7,193,871		$	7,193,871
	Merchant relationships	4 years			3,396,258			3,396,258
	Non-compete agreements				-			53,656
	Internally developed software	4 years			550,000			550,000
	Customer database	3 years			220,000			220,000
					11,360,129			11,413,785
	Less accumulated amortization				(2,690,189	)		(1,878,140	)
					8,669,940			9,535,645
	SkyMall tradename				7,010,000			7,010,000
	Domain names				51,000			-
	Goodwill				11,980,100			11,980,100
				$	27,711,040		$	28,525,745
Future expected amortization expense	'
	2014		$	887,582
	2015			1,753,285
	2016			1,753,285
	2017			1,686,618
	2018			863,057
	Thereafter			1,726,113
			$	8,669,940

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 29, 2014
Commitments And Contingencies Tables	'
Future minimum lease payments	'
		Rental Payments		Sublease Receipts		Net Rental Payments
	2014	$	279,016	$	193,827	$	85,189
	2015		548,751		394,099		154,652
	2016		475,250		413,721		61,529
	2017		496,854		445,343		51,511
	2018		528,476		476,965		51,511
	Thereafter		875,686		-		875,686
		$	3,204,033	$	1,926,955	$	1,280,078

RESTRUCTURING_CHARGE_Tables

RESTRUCTURING CHARGE (Tables)	6 Months Ended
	Jun. 29, 2014
Restructuring and Related Activities [Abstract]	'
Accrued Restructuring Balance	'
		Liability		Cash Payments			Non-Cash Expenses			Liability
		as of								as of
		December 31,								June 29,
		2013								2014
	Workforce reduction	$	44,963	$	(39,263	)	$	(5,700	)	$	-
	Lease cease-use		140,962		(98,740	)		-			42,222
			185,925	$	(138,003	)	$	(5,700	)		42,222
	Less non-current portion		36,986								-
	Current portion	$	148,939							$	42,222

NONCASH_STOCKBASED_COMPENSATIO1

NON-CASH STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 29, 2014
Non-Cash Stock-Based Compensation Tables	'
Stock-based compensation expense	'
		Stock Option Plan			Restricted Stock Plan		Other		Total
							Stock-Based Compensation
	Six month period ended June 29, 2014:
	Sales and marketing expenses	$	(21,674	)	$	85,925	$	-	$	64,251
	General and administrative expenses		63,400			144,120		51,181		258,701
	Development expenses		(94,695	)		9,256		-		(85,439	)
		$	(52,969	)	$	239,301	$	51,181	$	237,513
	Six month period ended June 30, 2013:
	Sales and marketing expenses	$	272,495		$	-	$	-	$	272,495
	General and administrative expenses		26,820			-		1,600,000		1,626,820
	Development expenses		107,282			-		-		107,282
		$	406,597		$	-	$	1,600,000	$	2,006,597
Fair value of grants stock options	'
	Expected term	5.75 years
	Expected stock price volatility		62.55	%
	Dividends	None
	Risk free interest rate		1.3	%
Stock option activity	'
		Number of			Average
		Options			Exercise
					Price
	Stock options outstanding at December 31, 2013		842,500		$	4.02
	Granted		-
	Exercised		-
	Forfeited		(557,500	)	$	4.02
	Stock options outstanding at June 29, 2014		285,000		$	4.02
Restricted stock option plan activity	'
		Number of			Average
		Shares			Grant Date
					Fair Value
	Restricted shares outstanding at December 31, 2013		1,521,753		$	1.98
	Granted		144,584		$	1.24
	Exercised		-
	Forfeited		(424,333	)	$	1.98
	Restricted shares outstanding at June 29, 2014		1,242,004		$	1.89

DISCONTINUED_OPERATIONS_Tables

DISCONTINUED OPERATIONS (Tables)	6 Months Ended
	Jun. 29, 2014
Discontinued Operations Tables	'
Operating results of Nutraceuticals business, discontinued operations	'
		2014		2013
	Revenues	$	-	$	6,860,936
	Income (loss) before income taxes	$	27,620	$	(477,011	)
	Income taxes		-		-
	Income (loss) from discontinued operations, net of taxes	$	27,620	$	(477,011	)

SEGMENT_INFORMATION_Tables

SEGMENT INFORMATION (Tables)	6 Months Ended
	Jun. 29, 2014
Segment Information Tables	'
Reporting information by segment	'
		Six Month Period Ended June 29, 2014
		Internet			SkyMall			Corporate			Consolidated
		Marketing
	Revenues	$	1,543,821		$	33,149,877		$	-		$	34,693,698
	Cost of revenues		300,216			21,626,949			-			21,927,165
	Gross profit		1,243,605			11,522,928			-			12,766,533
	Operating expenses		687,862			17,443,534			909,629			19,041,025
	Segment operating income (loss)		555,743			(5,920,606	)		(909,629	)		(6,274,492	)
	Non-operating expenses and income taxes		-			-			(395,103	)		(395,103	)
	Income (loss) from continuing operations	$	555,743		$	(5,920,606	)	$	(1,304,732	)	$	(6,669,595	)
	Depreciation and amortization	$	33,347		$	1,315,643		$	-		$	1,348,990
	Purchases of property and equipment	$	-		$	759,037		$	-		$	759,037
	Gross assets at June 29, 2014	$	266,752		$	77,383,173		$	-		$	77,649,925
		Six Month Period Ended June 30, 2013
		Internet			SkyMall			Corporate			Consolidated
		Marketing
	Revenues	$	3,083,263		$	10,346,666		$	-		$	13,429,929
	Cost of revenues		1,107,327			6,586,102			-			7,693,429
	Gross profit		1,975,936			3,760,564			-			5,736,500
	Operating expenses		3,071,502			6,304,718			1,188,145			10,564,500
	Segment operating income (loss)		(1,095,566	)		(2,544,154	)		(1,188,145	)		(4,827,865	)
	Non-operating expenses and income taxes		-			-			(102,746	)		(102,746	)
	Income (loss) from continuing operations	$	(1,095,566	)	$	(2,544,154	)	$	(1,290,891	)	$	(4,930,611	)
	Depreciation and amortization	$	151,126		$	743,407		$	-		$	894,533
	Purchases of property and equipment	$	181,213		$	309,276		$	-		$	490,489
	Gross assets at June 30, 2013	$	5,763,296		$	194,920,432		$	-		$	200,683,728

ORGANIZATION_NATURE_OF_OPERATI1

ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014	Jun. 30, 2013	Dec. 31, 2013
Organization Nature Of Operations And Basis Of Presentation Details Narrative	'	'	'	'	'
Market valuation, in shares	'	'	44,440,000	'	'
Shares sold to shareholder by Richarde, per Release Agreement	'	'	5,000,000	'	'
Shares sold to X Shares by Richarde, per Release Agreement	'	'	15,000,000	'	'
Shares cancelled by Richarde, per Release Agreement	'	'	4,440,064	'	'
Shares retained by Richarde after Release Agreement	'	'	20,000,000	'	'
Pro forma revenue generated from SkyMall	'	'	$33,700,000	$42,409,325	'
Loss from operations	-4,043,470	-4,324,309	-6,641,975	-4,930,611	173,862,241
Working capital deficit	'	'	$30,233,253	'	'

CHANGES_IN_SIGNIFICANT_ACCOUNT2

CHANGES IN SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'	'
Shipping and handling costs	$2,929,245	$821,127
Advertising costs	$247,233	$99,845
Stock options and restricted stock awards	285,000	1,242,004

BUSINESS_COMBINATION_Details_1

BUSINESS COMBINATION (Details 1) (USD $)	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Business Combination Details 1	'	'
Proforma revenues	$33,700,000	$42,409,325
Proforma net loss	'	($8,407,357)
Proforma net loss per share (basic and diluted)	'	($0.11)

BUSINESS_COMBINATION_Details_N

BUSINESS COMBINATION (Details Narrative) (USD $)	6 Months Ended
	Jun. 29, 2014
Business Combination Details Narrative	'
Market valuation, in shares	44,440,000
Total purchase price, acquisition	$200,954,670

ACCOUNTS_RECEIVABLE_Details

ACCOUNTS RECEIVABLE (Details) (USD $)	Jun. 29, 2014	Dec. 31, 2013
Accounts Receivable, Net [Abstract]	'	'
Trade receivables	$6,803,070	$17,501,367
Merchant bank receivables	24,061	175,199
Placement fees billed in advance of distribution	-1,846,499	-2,528,911
Allowance for doubtful accounts	-889,609	-1,770,208
Accounts receivable, net	$4,091,023	$13,377,447

ACCOUNTS_RECEIVABLE_Details_Na

ACCOUNTS RECEIVABLE (Details Narrative)	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Dec. 31, 2013
Accounts Receivable Details Narrative	'	'	'
Outstanding trade receivables	73.00%	'	71.00%
Trade receivables percent of revenue	62.00%	49.00%	'

INVENTORIES_Details

INVENTORIES (Details) (USD $)	Jun. 29, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]	'	'
Gift cards	$25,396,461	$18,417,078
Gift cards in transit	10,373,127	1,359,875
Paper and other	304,719	230,157
Inventories	$36,074,037	$20,007,110

PROPERTY_AND_EQUIPMENT_Details

PROPERTY AND EQUIPMENT (Details) (USD $)	Jun. 29, 2014	Dec. 31, 2013
Property And Equipment Details	'	'
Computers, office equipment and software	$2,434,219	$2,223,196
Furniture, fixtures and other	188,478	188,478
Buildings and improvements	3,971,878	3,971,878
Property and equipment, gross	6,594,575	6,383,552
Less accumulated depreciation	-1,117,237	-662,425
Construction in progress	644,554	116,679
Total	$6,121,892	$5,837,806

PROPERTY_AND_EQUIPMENT_Details1

PROPERTY AND EQUIPMENT (Details Narrative) (USD $)	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Property And Equipment Details Narrative	'	'
Depreciation expense	$474,951	$176,276

INTANGIBLE_ASSETS_Details

INTANGIBLE ASSETS (Details) (USD $)	Jun. 29, 2014	Dec. 31, 2013
Cost	$11,360,129	$11,413,785
Accumulated amortization	-2,690,189	-1,878,140
Amortization intangible assets	8,669,940	9,535,645
Domain names	51,000	'
Goodwill	11,980,100	11,980,100
Net	27,711,040	28,525,745
Loyalty Relationships [Member]	'	'
Cost	7,193,871	7,193,871
Merchant Relationships [Member]	'	'
Cost	3,396,258	3,396,258
Non compete [Member]	'	'
Cost	'	53,656
InternallyDevelopedSoftware [Member]	'	'
Cost	550,000	550,000
Customer database [Member]	'	'
Cost	220,000	220,000
SkyMall Tradename [Member]	'	'
Cost	$7,010,000	($7,010,000)

INTANGIBLE_ASSETS_Details_1

INTANGIBLE ASSETS - (Details 1) (USD $)	Jun. 29, 2014
Goodwill and Intangible Assets Disclosure [Abstract]	'
2014	$887,582
2015	1,753,285
2016	1,753,285
2017	1,686,618
2018	863,057
Thereafter	1,726,113
Future expected amortization expense	$8,669,940

INTANGIBLE_ASSETS_Details_Narr

INTANGIBLE ASSETS (Details Narrative) (USD $)	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]	'	'
Amortization expense	$865,705	$718,257

REVOLVING_BANK_LINE_OF_CREDIT_

REVOLVING BANK LINE OF CREDIT (Details Narrative) (USD $)	Jun. 29, 2014	Dec. 31, 2013
Revolving Bank Line Of Credit Details Narrative	'	'
Revolving line of credit note	$7,650,000	'
payable monthly at a rate of LIBOR plus	0.50%	'
Revolving line of credit, amount outstanding	'	$3,669,095

RELATED_PARTY_DEBT_Details_Nar

RELATED PARTY DEBT (Details Narrative) (USD $)	6 Months Ended
	Jun. 29, 2014
Related Party Debt Details Narrative	'
Term Debt amount borrowed	$5,000,000
Term debt interest rate	4.50%
Principal repaid on term debt	500,000
Common stock shares issued to repay term debt	393,701
Borrowing capacity amount	4,500,000
Loss on stock issuance	51,181
Paid points to lender related to refinancing	96,975
Increase in facility limit amount	17,150,000
Amended term debt interest rate	0.50%
Payment on related party debt	5,153,826
Amount borrowed under Related Party Debt	4,493,324
Increase above the aggregate face amount of Related Party Debt facility	$2,000,000

NOTES_PAYABLE_RELATED_PARTIES_

NOTES PAYABLE - RELATED PARTIES (Details Narrative) (USD $)	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Promissory note amount	'	$1,035,000
Principal payments of debt	50,000	'
Outstanding balance of debt	200,000	'
RelatedParty1 [Member]	'	'
Promissory note amount	500,000	'
Interest rate	10.00%	'
Due and payable on	31-Dec-12	'
Shares issued in exchange for cancellation	71,429	'
Loss on conversion	32,145	'
RelatedParty2 [Member]	'	'
Promissory note amount	250,000	'
Interest rate	10.00%	'
Due and payable on	31-Dec-13	'
RelatedParty [3Member]	'	'
Promissory note amount	200,000	'
Interest rate	10.00%	'
Due and payable on	30-Nov-12	'
Shares issued in exchange for cancellation	57,143	'
Loss on conversion	34,286	'
Related Party 4 [Member]	'	'
Promissory note amount	100,000	'
Interest rate	10.00%	'
Due and payable on	28-Mar-14	'
Related Party 5 [Member]	'	'
Promissory note amount	585,000	'
Interest rate	10.00%	'
Due and payable on	31-Mar-14	'
Related Party 6 [Member]	'	'
Promissory note amount	$350,000	'
Interest rate	10.00%	'
Due and payable on	31-May-14	'

COMMITMENTS_AND_CONTINGENCIES_1

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	Jun. 29, 2014
Rental Payments [Member]	'
2014	$279,016
2015	548,751
2016	475,250
2017	496,854
2018	528,476
Thereafter	875,686
Total	3,204,033
Sublease Receipts [Member]	'
2014	193,827
2015	394,099
2016	413,721
2017	445,343
2018	476,965
Thereafter	'
Total	1,923,955
Net Rental Payments [Member]	'
2014	85,189
2015	154,652
2016	61,529
2017	51,511
2018	51,511
Thereafter	875,686
Total	$1,280,078

COMMITMENTS_AND_CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Dec. 31, 2013
Commitments And Contingencies Details Narrative	'	'	'
Automobile lease monthly payment	$1,063	'	'
Prepaid rent	250,000	'	'
Tenant improvement allowance	790,550	'	'
Rental expense	185,985	221,715	'
Sales of FTC identified products	823,000	'	'
Sales tax contingency accruals	$243,500	'	$338,591

SHAREHOLDERS_EQUITY_Details_Na

SHAREHOLDERS' EQUITY (Details Narrative) (USD $)	6 Months Ended
	Jun. 29, 2014	Dec. 31, 2013
Shareholders Equity Details Narrative	'	'
Authorized shares of Common Stock	480,000,000	480,000,000
Preferred Stock	80,000,000	80,000,000
Principal repaid on term debt	$500,000	'
Common stock shares issued to repay term debt	393,701	'

RESTRUCTURING_CHARGE_Details

RESTRUCTURING CHARGE (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 29, 2014	Dec. 31, 2013
Liability [Member]	'	'
Workforce reduction	'	$44,963
Lease cease-use	42,222	140,962
Total lease	2,222	185,925
Less non-current portion	'	36,986
Current portion	42,222	148,939
Cash Payments [Member]	'	'
Workforce reduction	-39,263	'
Lease cease-use	-98,740	'
Total lease	-138,003	'
Non-Cash Expenses [Member]	'	'
Workforce reduction	-5,700	'
Lease cease-use	'	'
Total lease	($5,700)	'

RESTRUCTURING_CHARGE_Details_N

RESTRUCTURING CHARGE (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2013
Restructuring and Related Activities [Abstract]	'
Restructuring charge	$852,859
Expense as a result of lease abandonment	$606,464

NONCASH_STOCKBASED_COMPENSATIO2

NON-CASH STOCK-BASED COMPENSATION (Details) (USD $)	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Sales and marketing expenses	$64,251	$272,495
General and administrative expenses	258,701	1,626,820
Development expenses	-85,439	107,282
Stock-based compensation expense	237,513	2,006,597
Stock Option Plan [Member]	'	'
Sales and marketing expenses	-21,674	272,495
General and administrative expenses	63,400	26,820
Development expenses	-94,695	107,282
Stock-based compensation expense	-52,969	406,597
Restricted Stock Plan [Member]	'	'
Sales and marketing expenses	85,925	'
General and administrative expenses	144,120	'
Development expenses	9,256	'
Stock-based compensation expense	239,301	'
Other Stock Compensation Plan [Member]	'	'
Sales and marketing expenses	'	'
General and administrative expenses	51,181	1,600,000
Development expenses	'	'
Stock-based compensation expense	$51,181	$1,600,000

NONCASH_STOCKBASED_COMPENSATIO3

NON-CASH STOCK-BASED COMPENSATION (Details 1)	6 Months Ended
	Jun. 29, 2014
Non-Cash Stock-Based Compensation Details 1	'
Expected term	'5 years 9 months
Expected stock price volatility	62.55%
Dividends	'
Risk free interest rate	1.30%

NONCASH_STOCKBASED_COMPENSATIO4

NON-CASH STOCK-BASED COMPENSATION (Details 2) (USD $)	6 Months Ended
	Jun. 29, 2014
Non-Cash Stock-Based Compensation Details 2	'
Outstanding at beginning of period	842,500
Granted	'
Exercised	'
Forfeited	-557,500
Outstanding at end of period	285,000
Outstanding at beginning of period	$4.02
Granted	'
Exercised	'
Forfeited	$4.02
Outstanding at end of period	$4.02

NONCASH_STOCKBASED_COMPENSATIO5

NON-CASH STOCK-BASED COMPENSATION (Details 3) (USD $)	6 Months Ended
	Jun. 29, 2014
Restricted stock plan award activity	'
Outstanding at beginning of period	1,521,753
Granted	144,584
Exercised	'
Forfeited	-424,333
Outstanding at end of period	1,242,004
Average grant date fair value	'
Outstanding at beginning of period	$1.98
Granted	$1.24
Exercised	'
Forfeited	$1.98
Outstanding at end of period	$1.89

NONCASH_STOCKBASED_COMPENSATIO6

NON-CASH STOCK-BASED COMPENSATION (Details Narrative) (USD $)	6 Months Ended
	Jun. 29, 2014
Non-Cash Stock-Based Compensation	'
Shares issuable under the Option Plan	13,000,000
Future grants under the Option Plan	12,715,000
Employee stock options exercisable	142,500
Shares to ultimately vest under Option Plan	53,375
Shares issuable under the RS Plan	10,000,000
Future grants under the RS Plan	8,757,996
Shares to ultimately vest under RS Plan	795,560
Shares issued to debt holder	393,701
Non-cash stock-based compensation in connection with repayment of Term Debt	$51,181
Shares issued in connection with SkyMall merger	400,000
Non-cash stock-based compensation expense	$1,600,000

DISCONTINUED_OPERATIONS_Detail

DISCONTINUED OPERATIONS (Details) (USD $)	6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013
Discontinued Operations Details	'	'
Revenues	'	$6,860,936
Income (loss) before income taxes	27,620	-477,011
Income taxes	'	'
Income (loss) from discontinued operations, net of taxes	$27,620	($477,011)

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	6 Months Ended			6 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Dec. 31, 2013	Jun. 29, 2014	Jun. 29, 2013	Jun. 29, 2013
				ABC Internet Media [Member]	ABC Internet Media [Member]	WAT Works LLC [Member]
Interest payable to related parties	'	'	$70,940	'	'	'
Accounts receivable from related parties	14,000	'	14,000	'	'	'
Lease payments, office space	185,985	221,715	'	54,000	54,000	'
Expense reimbursement	'	'	'	'	'	108,704
Promissory note amount	'	$1,035,000	'	'	'	'

SEGMENT_INFORMATION_Details

SEGMENT INFORMATION (Details) (USD $)	3 Months Ended		6 Months Ended			12 Months Ended
	Jun. 29, 2014	Jun. 30, 2013	Jun. 29, 2014		Jun. 30, 2013	Dec. 31, 2013
Revenues	$16,779,445	$11,927,650	$34,693,698	[1]	$13,429,929	'
Cost of revenues	10,666,644	7,506,622	21,927,165	[1]	7,693,429	'
Gross profit	6,112,801	4,421,029	12,766,533	[1]	5,736,500	'
Operating expenses	172,810	357,242	212,429	[1]	628,808	'
Income (loss) from continuing operations	-4,043,470	-4,324,309	-6,641,975		-4,930,611	173,862,241
Depreciation and amortization	'	'	474,951		176,276	'
Internet Marketing [Member]	'	'	'		'	'
Revenues	'	'	1,543,821		'	'
Cost of revenues	'	'	300,216		'	'
Gross profit	'	'	1,243,605		'	'
Operating expenses	'	'	687,862		'	'
Segment operating income (loss)	'	'	555,743		'	'
Non-operating expenses and income taxes	'	'	'		'	'
Income (loss) from continuing operations	'	'	555,743		'	'
Depreciation and amortization	'	'	33,347		'	'
Purchases of property and equipment	'	'	'		'	'
Gross assets	'	'	266,752		'	'
SkyMall [Member]	'	'	'		'	'
Revenues	'	'	33,149,877		'	'
Cost of revenues	'	'	21,626,949		'	'
Gross profit	'	'	11,522,928		'	'
Operating expenses	'	'	17,443,534		1,188,145	'
Segment operating income (loss)	'	'	-5,920,606		-1,188,145	'
Non-operating expenses and income taxes	'	'	'		-102,746	'
Income (loss) from continuing operations	'	'	-5,920,606		-1,290,891	'
Depreciation and amortization	'	'	1,315,643		'	'
Purchases of property and equipment	'	'	759,037		'	'
Gross assets	'	'	77,383,173		'	'
Corporate [Member]	'	'	'		'	'
Revenues	'	'	'		'	'
Cost of revenues	'	'	'		'	'
Gross profit	'	'	'		'	'
Operating expenses	'	'	909,629		'	'
Segment operating income (loss)	'	'	-909,629		'	'
Non-operating expenses and income taxes	'	'	-395,103		'	'
Income (loss) from continuing operations	'	'	-1,304,732		'	'
Depreciation and amortization	'	'	'		'	'
Purchases of property and equipment	'	'	'		'	'
Gross assets	'	'	'		'	'
Consolidated [Member]	'	'	'		'	'
Revenues	'	'	34,693,698		13,429,929	'
Cost of revenues	'	'	21,927,165		7,693,429	'
Gross profit	'	'	12,766,533		5,736,500	'
Operating expenses	'	'	19,041,025		10,564,365	'
Segment operating income (loss)	'	'	-6,274,492		-4,827,865	'
Non-operating expenses and income taxes	'	'	-395,103		-102,746	'
Income (loss) from continuing operations	'	'	-6,669,595		-4,930,611	'
Depreciation and amortization	'	'	1,348,990		894,533	'
Purchases of property and equipment	'	'	759,037		490,489	'
Gross assets	'	'	77,649,925		200,683,728	'
Internet Marketing [Member]	'	'	'		'	'
Revenues	'	'	'		3,083,263	'
Cost of revenues	'	'	'		1,107,327	'
Gross profit	'	'	'		1,975,936	'
Operating expenses	'	'	'		3,071,502	'
Segment operating income (loss)	'	'	'		-1,095,566	'
Non-operating expenses and income taxes	'	'	'		'	'
Income (loss) from continuing operations	'	'	'		-1,095,566	'
Depreciation and amortization	'	'	'		151,126	'
Purchases of property and equipment	'	'	'		181,213	'
Gross assets	'	'	'		5,763,296	'
Corporate [Member]	'	'	'		'	'
Revenues	'	'	'		10,346,666	'
Cost of revenues	'	'	'		6,586,102	'
Gross profit	'	'	'		3,760,564	'
Operating expenses	'	'	'		6,304,718	'
Segment operating income (loss)	'	'	'		-2,544,154	'
Non-operating expenses and income taxes	'	'	'		'	'
Income (loss) from continuing operations	'	'	'		-2,544,154	'
Depreciation and amortization	'	'	'		743,407	'
Purchases of property and equipment	'	'	'		309,276	'
Gross assets	'	'	'		$194,920,432	'
[1]	Restated

SUBSEQUENT_EVENTS_Details_Narr

SUBSEQUENT EVENTS (Details Narrative) (USD $)	6 Months Ended
	Oct. 08, 2014
Subsequent Events Details Narrative	'
Cash purchase price, MIPA	$24,000,000
Amount of cash purchase price placed into escrow, MIPA	1,800,000
Future payment	3,900,000
Monthly fee paid by Connexions per Transition Services Agreement	415,000
SkyMall merchandise, gift card and other revenue	45,002,007
Payment on Amended Credit Facility	$15,206,112