Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 14, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Adaptive Medias, Inc. | ||
Entity Central Index Key | 1,428,397 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 2,526,521 | ||
Entity Common Stock, Shares Outstanding | 30,422,587 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Unaudited) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 359 | $ 2,255,784 |
Accounts receivable, net | 742,194 | 1,754,893 |
Prepaid expenses | 845,000 | 61,478 |
Total Current Assets | 1,587,553 | 4,072,155 |
Furniture and fixtures, net | 46,132 | 72,476 |
Intangible assets, net | 295,405 | 8,018,170 |
Deposits | 17,114 | 34,843 |
Total Assets | 1,946,204 | 12,197,644 |
Current Liabilities | ||
Accounts payable and accrued expenses | 4,624,916 | $ 4,686,991 |
Convertible note payable, net | 675,172 | |
Related party note payable | 46,795 | |
Derivative liability | 1,481,278 | |
Total Liabilities | $ 6,828,161 | $ 4,686,991 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none outstanding | ||
Common stock, $0.001 par value, 300,000,000 shares authorized; 22,923,526 and 13,869,771 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | $ 22,924 | $ 13,866 |
Additional paid-in capital | 53,395,785 | 47,669,503 |
Accumulated deficit | (58,300,666) | (40,172,716) |
Total Stockholders’ Equity (Deficit) | (4,881,957) | 7,510,653 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 1,946,204 | $ 12,197,644 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares, issued | 22,923,526 | 13,869,771 |
Common stock, shares outstanding | 22,923,526 | 13,869,771 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 4,654,489 | $ 5,075,226 |
Cost of revenue | 3,891,930 | 3,940,350 |
Gross Profit | 762,559 | 1,134,876 |
Operating expenses: | ||
Legal and professional fees | 1,341,127 | 1,506,016 |
Research and development | 174,443 | 1,381,873 |
General and administrative expenses | 4,804,877 | 4,044,468 |
Selling expenses | 367,025 | 1,712,328 |
Depreciation and amortization | 2,453,696 | 1,485,384 |
Stock compensation expense | 3,490,339 | 1,206,852 |
Impairment of intangibles | $ 5,458,229 | 8,604,315 |
Loss on disposal on equipment | 643 | |
Total operating expenses | $ 18,089,736 | 19,941,879 |
Loss from operations | (17,327,177) | (18,807,003) |
Other income (expense): | ||
Interest expense | $ (680,230) | (42,171) |
Gain (loss) on extinguishment of debt | $ (19,379) | |
Excess fair market value of derivative liabilities | $ (1,979,011) | |
Change in fair value of derivative liability | 1,847,738 | |
Other income | 10,730 | $ 18,827 |
Total other income (expense) | (800,773) | (42,723) |
Net income (loss) | $ (18,127,950) | $ (18,849,726) |
Basic and dilutive loss per common share | $ (1.02) | $ (2.04) |
Weighted average numbers of shares outstanding - basic and diluted | 17,772,497 | 9,233,075 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders’ Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Common Stock Payable [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 4,963 | $ 22,943,002 | $ 8,625 | $ (21,322,990) | $ 1,633,600 |
Balance, shares at Dec. 31, 2013 | 4,963,022 | ||||
Shares issued for services | $ 549 | 2,144,477 | 2,145,026 | ||
Shares issued for services, shares | 555,309 | ||||
Shares issued for merger and acquisition | $ 5,000 | 14,995,000 | 15,000,000 | ||
Shares issued for merger and acquisition, shares | 5,000,000 | ||||
Shares issued for cash | $ 3,240 | 7,286,260 | 7,289,500 | ||
Shares issued for cash, shares | 3,239,780 | ||||
Common stock payable | $ (8,625) | (8,625) | |||
Common shares issued for conversion of debt | $ 47 | 104,953 | 105,000 | ||
Common shares issued for conversion of debt, shares | 46,667 | ||||
Common shares issued for settlement of accounts payable | $ 67 | 195,811 | 195,878 | ||
Common shares issued for settlement of accounts payable, shares | 64,993 | ||||
Net loss | $ (18,849,726) | (18,849,726) | |||
Balance at Dec. 31, 2014 | $ 13,866 | 47,669,503 | $ (40,172,716) | 7,510,653 | |
Balance, shares at Dec. 31, 2014 | 13,869,771 | ||||
Shares issued for services | $ 6,893 | 3,472,606 | 3,479,499 | ||
Shares issued for services, shares | 6,889,094 | ||||
Shares issued for cash | $ 2,165 | 1,997,835 | 2,000,000 | ||
Shares issued for cash, shares | 2,164,661 | ||||
Stock option expense | $ 255,841 | 255,841 | |||
Net loss | $ (18,127,950) | (18,127,950) | |||
Balance at Dec. 31, 2015 | $ 22,924 | $ 53,395,785 | $ (58,300,666) | $ (4,881,957) | |
Balance, shares at Dec. 31, 2015 | 22,923,526 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (18,127,950) | $ (18,849,726) |
Adjustments to reconcile from net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,453,696 | 1,486,027 |
Allowance for bad debts | $ 1,378,434 | 326,398 |
Loss on extinguishment of debt | 19,379 | |
Stock compensation for services and options expense | $ 3,735,340 | 2,145,026 |
Impairment of intangibles | 5,458,229 | $ 8,604,315 |
Amortization of debt discount | 490,171 | |
Change in fair value of derivative liability | 131,274 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (365,735) | $ (1,471,298) |
Prepaid expenses | (783,522) | 64,843 |
Deposits | 17,729 | (29,050) |
Accounts payable and accrued expenses | (62,075) | 3,232,311 |
Net cash used in operating activities | (5,674,409) | (4,471,775) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,859) | (14,079) |
Purchases and development of intangibles | (157,956) | (286,425) |
Net cash used in investing activities | (162,816) | $ (300,504) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 1,810,005 | |
Repayments of notes payable | (228,205) | $ (275,000) |
Proceeds from issuance of common stock | 2,000,000 | 7,280,875 |
Net cash provided by financing activities | 3,581,800 | 7,005,875 |
Net increase (decrease) in cash | (2,255,425) | 2,233,596 |
Cash, beginning of period | 2,255,784 | 22,188 |
Cash, end of period | 359 | 2,255,784 |
Cash paid during the period for: | ||
Interest | $ 96,258 | $ 42,171 |
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Increase in prepaid common stock compensation | $ 346,667 | |
Common stock issued to settle accounts payable | 195,878 | |
Issuance of common stock for repayment of convertible note payable | 105,000 | |
Common stock issued for merger/acquisition consideration | $ 15,000,000 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business Adaptive Medias, Inc., formerly known as Mimvi, Inc. and prior to that as Fashion Net, Inc. (Adaptive Medias or the Company), was formed on August 7, 2007 under the laws of the State of Nevada. The Company, through its core content monetization platform and technology, provides app developers, publishers and video content developers one of the only end-to-end monetization platforms driven by programmatic algorithms. The Company provides these unique capabilities to monetize content efficiently across multiple marketing channels, including mobile, video and online display advertising. Pursuant to votes of the majority of the Board of Directors and shareholders, effective on November 6, 2013, the Company changed its name to Adaptive Medias, Inc. in order to better and more fully demonstrate the Companys emphasis on providing a supply-side platform for mobile, video and online display advertising. In connection with the name change, effective on November 6, 2013, the Companys ticker symbol was changed to ADTM. The Company is a programmatic audience and content monetization company for website owners, app developers and video publishers who want to more effectively optimize content through advertising. Adaptive Medias provides a foundation for publishers and developers looking to engage brand advertisers through a multi-channel approach that delivers integrated, engaging and impactful ads across multiple devices. The Company meets the needs of its publishers with an emphasis on maintaining user experience, while delivering timely and relevant ads through its multi-channel ad delivery and content platform. Media Graph Transaction On July 15, 2014, the Company executed a Stock Purchase Agreement (the Agreement), effective June 30, 2014, with OneScreen, Inc., a Delaware corporation (OneScreen), Media Graph, Inc., a Nevada corporation and OneScreens spun-off former subsidiary (Media Graph), and the shareholders of Media Graph (the Selling Shareholders) whereby the Company acquired certain assets of OneScreen, which immediately prior thereto were held by Media Graph, in exchange for 5,000,000 shares of the Companys common stock (the Acquisition). On July 15, 2014, the parties to the Agreement executed the First Amendment to the Stock Purchase Agreement (the Amendment), which (i) amended the effective date of the Agreement to July 15, 2014, (ii) limited the scope of Section 5.04 of the Agreement to apply only to the Restricted Selling Shareholders, as defined in the Amendment, and (iii) added the Selling Shareholders as a signatory to the Agreement. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition and the allocation of the purchase price to the fair value of net assets acquired: Fixed assets $ 82,112 Intangibles 6,320,000 Goodwill 8,597,888 Total purchase price allocated $ 15,000,000 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2 Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended December 31, 2015 and 2014. On April 14, 2014, the shareholders of the Company authorized its Board of Directors to effectuate a reverse stock split, in the Boards discretion (the Reverse Stock Split), which was ultimately declared effective by the Board of Directors as of the close of business on July 14, 2014. As a result of the Reverse Stock Split, every thirty (30) issued and outstanding shares of the Companys common stock was changed and converted into one (1) share of common stock. Following the Reverse Stock Split, the Company continues to have 300,000,000 shares of common stock authorized for issuance, but the number of outstanding shares of the Companys common stock was reduced from 192,364,735 shares to 6,412,225 shares. As required by the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 260-10-55-12 Earnings per Share Principles of Consolidation The consolidated financial statements include the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern The Companys unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of December 31, 2015, the Company had an accumulated deficit of $58,300,666. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to raise funds through the sale of its equity securities or issuance of notes payable to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing until the Company can earn revenue and realize positive cash flow from its operations. There are no assurances that the Company will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Company will continue as a going concern. Based on the Companys current rate of cash outflows, cash on hand and proceeds from the prior sale of equity securities and issuance of convertible notes, management believes that its current cash will not be sufficient to meet the anticipated cash needs for working capital for the next 12 months. The Companys plans with respect to its liquidity issues include, but are not limited to, the following: 1) Continue to issue restricted stock for compensation due to consultants and for its legacy accounts payable in lieu of cash payments; and 2) Seek additional capital in the public equity markets to continue its operations as it rolls out its current products in development, responds to competitive pressures, develops new products and services, and supports new strategic partnerships. The Company is currently evaluating additional debt or equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. Reclassifications Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. Use of Estimates The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-599, Revenue Recognition, Overall, SEC Materials Accounts Receivable and Allowance for Doubtful Accounts The Companys accounts receivable primarily consist of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with managements estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of December 31, 2015 and 2014 is adequate, but actual write-offs could exceed the recorded allowance. Intangible assets Intangible assets consisting of websites, customer lists, content and publisher relationships, developed technology and trade names are stated at cost. Expenditures of costs incurred to renew or extend the term of a recognized intangible asset and materially extend the useful life are capitalized. When assets are sold or otherwise written off due to asset impairment, the cost and the related accumulated amortization are removed from the accounts and any realized gain or loss is recognized at that time. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable. Intangible Assets Goodwill The Companys goodwill associated with its acquisitions is not amortized. Management reviews goodwill for impairment at least on an annual basis and at other times when existing conditions raise substantial questions about their recoverability. An impairment charge is recognized in the period which management determines that the assets are impaired. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows that are expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. Internal Use Software Development Costs The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post implementation phases of development as research and development expense. The Company capitalizes costs when preliminary efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and will be used as intended. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. Convertible Debt and Warrants Issued with Convertible Debt Convertible debt is accounted for under the guidelines established by ASC 470, Debt with Conversion and Other Options Beneficial Conversion Features We calculate the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718, Compensation Stock Compensation For modifications of convertible debt, we record the modification that changes the fair value of an embedded conversion feature, including a BCF, as a debt discount which we amortize to interest expense over the remaining life of the debt. If modification is considered substantial (i.e. greater than 10% of the carrying value of the debt), an extinguishment of debt is deemed to have occurred, resulting in the recognition of an extinguishment gain or loss. Fair Value of Financial Instruments We utilize ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Companys assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2015 and December 31, 2014, we did not have any level 3 assets or liabilities. As of December 31, 2015, the derivative liabilities are considered level 2 items. Net Income (Loss) Per Share Basic earnings per share is calculated by dividing income available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Stock Based Compensation The Company recognizes stock-based compensation in accordance with FASB ASC Topic 718 Stock Compensation For non-employee stock-based compensation, the Company applies FASB ASC Topic 505 Equity-Based Payments to Non-Employees Income Taxes The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. 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 operations in the period that includes the enactment date. The Company also follows ASC 740-10-25, which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprises financial statements in accordance with ASC Topic 740, Accounting for Income Taxes Recently Issued Accounting Pronouncements In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU No. 2014-9, Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statement-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3 Intangible Assets The following table summarizes the intangible assets as of December 31, 2015 and December 31, 2014. December 31, 2015 December 31, 2014 Websites $ 11,297 $ 11,297 Customer lists 306,505 306,505 Developed technology 3,995,098 4,883,034 Trade names 71,235 85,607 4,384,135 5,286,443 Less: accumulated amortization $ (4,088,730 ) $ (1,666,237 ) Identifiable intangibles, net 295,405 3,620,206 Goodwill - 4,397,964 Intangible assets, net $ 295,405 $ 8,018,170 Amortization commences when the software for internal use is ready for its intended use and the amortization period is the estimated useful life of the related asset, which is generally three years. Amortization expense totaled $2,422,492 and $1,460,267 for the years ended December 31, 2015 and 2014, respectively. During 2014, the Company determined that the intangible assets associated with the Adaptive Media transaction were partially impaired and $87,207 was recognized as impairment of intangibles in the accompanying 2014 consolidated statement of operations as its fair value is less than its carrying book value. The goodwill associated with this transaction was also impaired in the amount of $61,892. During 2014, the Company determined that the intangible assets associated with the Media Graph transaction were partially impaired and $2,292,599 was recognized as impairment of intangibles in the accompanying 2014 consolidated statement of operations, as their fair value is less than their carrying book value. The goodwill associated with this transaction was also impaired for $6,162,617. During 2015, the Company determined that the intangible assets and goodwill associated with the Adaptive Media transaction were impaired and $14,372 and $1,923,795 was recognized as impairment of intangibles in the accompanying 2015 consolidated statement of operations as its fair value is less than its carrying book value. During 2015, the Company determined that the intangible assets and goodwill associated with the Media Graph transaction were impaired and $1,045,892 and $2,189,272 was recognized as impairment of intangibles in the accompanying 2015 consolidated statement of operations, as their fair value is less than their carrying book value. During 2015, the Company determined that the goodwill associated with the Ember transaction was impaired and $284,898 was recognized as impairment of intangibles in the accompanying 2015 consolidated statement of operations, as the fair value is less than their carrying book value. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 4 Income Taxes The Company had net operating loss carryforwards (NOLs) as of December 31, 2015 of approximately $42.1 million for federal and state tax purposes, portions of which are expiring at various years through 2035. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (IRC) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carryforwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is possible that the utilization of the NOLs could be significantly limited. Components of net deferred tax assets (liabilities), including a valuation allowance, are as follows at December 31: 2015 2014 Net operating loss carryforwards $ 16,767,580 $ 14,119,000 Stock-based compensation 5,362,559 3,972,000 Other 1,042,990 124,000 Valuation allowance (23,173,129 ) (18,215,000 ) Total deferred tax assets $ - $ - The change in the valuation allowance for deferred tax assets as of December 31, 2015 and 2014 was $3,246,952 and $11,164,000, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2015 and 2014, and recorded a full valuation allowance. Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2015: 2015 2014 Tax provision at statutory federal rate 34.0 % 34 % Effects of: State income tax expense, net of federal benefit 2.5 % 4 % Change in valuation allowance -17.0 % -27 % Permanent differences -8.3 % -11 % Other -11.2 % 0 % Effective tax rate 0.0 % 0 % |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 Notes Payable On February 10, 2014, the Company settled all obligations under a previously issued convertible note payable and cancelled the 133,334 warrants in exchange for: (i) the conversion of $105,000 of note principal at $2.25 per share, for a total of 46,667 shares of Company common stock, pursuant to the terms of the convertible note; and (ii) a cash payment of $275,000. The terms of this settlement were memorialized in the Settlement and General Release Agreement. This agreement settled all outstanding obligations with the note holder. In connection with this transaction, the Company recognized a loss on the settlement of the debt in the amount of $79,014 in its operating results for the year ending December 31, 2014. Issuance and Repayments of Convertible Promissory Notes On July 14, 2015, the Company entered into a convertible promissory note with John Strong, the Companys current Chief Executive Officer, in the amount of $100,000. The principal amount plus 5% interest was to be repaid by July 28, 2015. A default provision is included in the note to which the holder may elect to convert the entire unpaid balance including interest into the Companys common stock at a rate equal to 50% of the closing bid price for the trading day immediately preceding the date of the conversion. The Company made payments on July 28, 2015 and August 13, 2015, in full satisfaction of the note. On July 14 th t In September 2015, the Company raised $1,250,000 in gross proceeds from the sale of a discount convertible debenture offering in the aggregate principal amount of $1,470,588 with a maturity date of September 4, 2016. The noteholders also received warrants to purchase 3,676,470 shares of common Stock, exercisable at $.50 per share through September 3, 2020. The placement agent received $100,000 in cash. The total principal amount of the debentures is issued with a 117.65% premium to the purchase price. The debentures have a maturity date of September 3, 2016, until which the debentures may be convertible any time into shares of the Companys common stock at a conversion price equal to $0.30 per share. At any time while these notes are outstanding, the Company shall sell or grant any option to purchase, or sell or grant any right to reprice, reset, ratchet down be entitled to receive shares of Common Stock at an effective price per share that is less than the conversion price. According to ASC 815, the Company recorded a derivative liability and valued the conversion feature of the notes using a multi-nomial model. The following were used to determine to the value: volatility of 168.71%, risk free rate of .36%. The Company valued the conversion feature of the notes upon issuance for $1,487,822, then revalued at December 31, 2015 at $519,576, which resulted in a gain of $968,246. The holders of these September 2015 discount convertible debentures also received warrants to purchase an aggregate of 3,676,470 shares of the Companys common stock, par value $0.0001 per share, for an exercise price of $0.50 per share for a period of five (5) years beginning March 3, 2016, or six (6) months from the date of issuance. At any time while these warrants are outstanding, the Company shall sell or grant any option to purchase, or sell or grant any right to reprice, reset, ratchet down be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price. According to ASC 815, the Company recorded a derivative liability and valued the warrant using a multi-nomial model. The following were used to determine to the value: volatility of 168.71%, risk free rate of 1.47%. The Company valued the warrants upon issuance for $1,631,357, then revalued at December 31, 2015 at $747,965, which resulted in a gain of $883,392. On October 7, 2015, the Company entered into a short term note payable with John B. Strong in exchange for $75,000. The note bears interest at 6% per annum and is due and payable on January 7, 2016. The Company made payments of $28,205 before the due date and then extended the note upon the due date under the same terms of 90 days and 6% per annum. On October 26, 2015, the Company entered into a convertible promissory note with an outside investor for a principal amount of $245,000 in exchange for $200,000 with a maturity date of April 25, 2016. The note is convertible at a conversion price of 60% of the lowest trading price of the Companys common stock for the previous 20 trading days prior to the conversion date. The note bears no interest unless an event of default occurs under which it would bear an interest rate of 22% per annum. On November 13, 2015, the Company entered into a convertible promissory note with an outside investor for a principal amount of $110,000 in exchange for $100,000 with a maturity date of May 31, 2016. The note is convertible at a conversion price lessor of $.30 or 60% of the lowest trading price of the Companys common stock for the previous 25 trading days prior to the conversion date. The note bears no interest unless an event of default occurs under which it would bear an interest rate of 22% per annum. According to ASC 815, the Company recorded a derivative liability and valued the conversion feature of the notes using a multi-nomial model. The following were used to determine to the value: volatility of 203.6%, risk free rate of .31%. The Company valued the conversion feature of the notes upon issuance for $121,986, then revalued at December 31, 2015 at $153,813, which resulted in a loss of $31,826. The holder of the November 2015 discount convertible debenture also received warrants to purchase an aggregate of 294,118 shares of the Companys common stock, par value $0.0001 per share, for an exercise price of $0.50 per share for a period of five (5) years. At any time while these warrants are outstanding, the Company shall sell or grant any option to purchase, or sell or grant any right to reprice, reset, ratchet down be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price. According to ASC 815, the Company recorded a derivative liability and valued the warrant using a multi-nomial model. The following were used to determine to the value: volatility of 280.4%, risk free rate of 1.67%. The Company valued the warrants upon issuance for $87,851, then revalued the warrants at $59,925 on December 31, 2015, which resulted in a gain of $27,926. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6 Stockholders Equity Preferred Stock The Companys articles of incorporation authorize the Company to issue up to 50,000,000 preferred shares of $0.001 par value, having preferences to be determined by the Board of Directors for dividends, and liquidation of the Companys assets. As of December 31, 2015 and 2014, the Company had no preferred shares outstanding. Common Stock We are authorized to issue 300,000,000 shares of $0.001 par value common stock. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders and are not entitled to cumulate their votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available therefore subject to the prior rights of holders of any outstanding shares of preferred stock and any contractual restrictions against the payment of dividends on common stock. In the event of liquidation or dissolution of our Company, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive or other subscription rights and no right to convert their common stock into any other securities. Issuance of Common Stock During the year ended December 31, 2015, the Company issued 6,889,094 shares of its common stock for to various employees and consultants in exchange for services rendered. The aggregate fair value of these issuances was $3,479,498. Additionally, the Company issued and sold 2,164,661 shares of its common stock (including 981,229 shares related to anti-dilution clauses) to an accredited investor for an aggregate purchase price of $2,000,000. The total number of shares outstanding as of December 31, 2014 was 22,923,526. During the year ended December 31, 2014 the Company issued 555,309 shares of its common stock to various consultants in exchange for services rendered with an aggregate fair value of $2,145,026 or $3.86 per share on average. The Company also issued and sold 3,239,780 shares of its common stock to several accredited investors for an aggregate purchase price of $7,289,500 or $2.25 per share on average. The Company issued 64,993 shares of its common stock for settlement of $195,879 of accounts payable or $3.01 per share on average. The Company issued 5,000,000 shares of its common stock in connection with merger transactions with a fair value of $15,000,000 or $3.00 per share on average. Finally, in the year ended December 31, 2014, the Company issued 46,667 shares of its common stock in connection with a convertible note with a fair value of $105,000 or $2.25 per share. The total number of shares outstanding as of December 31, 2014 was 13,869,771. |
Warrants and Options
Warrants and Options | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Warrants and Options | Note 7 Warrants and Options Stock Option Plans The Companys shareholders approved the Companys 2010 Stock Incentive Plan (the 2010 Plan) on November 2, 2010. The Plan provides for the grant of non-statutory or incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to the Companys employees, Officers, Directors or consultants. The Companys Board of Directors administers the 2010 Plan, selects the individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of each option. Stock options granted pursuant to the terms of the 2010 Plan generally cannot be granted with an exercise price of less than 100% of the fair market value on the date of the grant. The term of the options granted under the 2010 Plan cannot be greater than 10 years. Options vest at varying rates generally over three to five years along with performance based options. In September 2013, the Company approved the increase in the number of shares issuable pursuant to the 2010 Plan to 15,000,000. In December 2013, the Companys Board of Directors approved an amendment to the Amended and Restated 2010 Stock Incentive Plan which increased the number of shares issuable pursuant to the Plan by 15,000,000 to 30,000,000 shares. Both amendments were approved by the Companys shareholders. Upon completion of the Reverse Stock Split on April 14, 2014, the Company continues to have 30,000,000 shares issuable pursuant to the 2010 Plan. On February 5, 2013 the Companys Board of Directors adopted the 2013 Consultant Stock Plan (the 2013 Plan) and reserved 2,000,000 shares of the Companys common stock for issuance thereunder. During the year ended December 31, 2013, all 2,000,000 shares were issued under this 2013 Plan. The following table reflects the option activity during the year ended December 31, 2015 and 2014: Common Average Shares Exercise Price Outstanding as of January 1, 2014 542,056 $ 3.60 Granted 1,058,770 - Exercised - - Forfeited, cancelled, expired (122,849 ) 2.59 Outstanding as of December 31, 2014 1,477,977 $ 1.11 Granted 151,667 1.86 Exercised (202,706 ) 0.48 Forfeited, cancelled, expired (1,033,063 ) 0.92 Outstanding as of December 31, 2015 393,875 $ 0.49 To value options granted during the year ended December 31, 2015, the Company used the Black-Scholes option pricing model based upon the following assumptions: term of 3 years, average risk free interest rate of .99%, a dividend yield of 0% and a volatility of 338%. For the year ended December 31, 2015 the company recorded stock option compensation expense of $242,221. As of December 31, 2015, 28,219,022 shares were available for future grants. For the year ended December 31, 2014, the Company granted 1,058,770 options to purchase its common stock while recording stock compensation expense for these options of $471,043 using the Black-Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate ranging from 1.50% ~ 1.51%, a dividend yield of 0% and a volatility rate ranging from 133% ~ 145%. In that same period, 122,849 stock options were cancelled by the Company as they had been issued to certain consultants and employees who no longer provided services to the Company. Warrants The following table reflects warrant activity during the year ended December 31, 2015 and 2014: Warrants for Weighted Common Average Shares Exercise Price Outstanding and exercisable as of January 1, 2014 1,550,959 $ 4.80 Granted 1,462,002 3.00 Exercised cash - - Exercised - cash-less exercise - - Forfeited, cancelled, expired (133,334 ) 2.25 Outstanding and exercisable as of December 31, 2014 2,879,627 $ 4.00 Granted 5,826,949 0.99 Exercised cash - - Exercised - cash-less exercise - - Forfeited, cancelled, expired (166,667 ) 0.50 Outstanding as of December 31, 2015 8,539,909 $ 2.02 |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 8 Income (Loss) Per Share Net income (loss) per share is provided in accordance with FASB ASC 260-10, Earnings per Share. Years ended December 31, 2015 2014 Numerator for income (loss) per share: Net income (loss) attributable to common shareholders $ (18,127,950 ) $ (18,849,726 ) Numerator for diluted income (loss) per share $ (18,127,950 ) $ (18,849,726 ) Denominator for income (loss) per share: Weighted average common shares 17,772,497 9,233,075 Convertible note payable - - Options - - Warrants - - Denominator for diluted income (loss) per share 17,772,497 9,233,075 The following shares are not included in the computation of diluted income (loss) per share, because their conversion prices exceeded the average market price or their inclusion would be anti-dilutive: Years ended December 31, 2015 2014 Convertible notes 5,008,461 - Options 393,875 1,477,977 Warrants 8,539,909 2,879,627 Total anti-dilutive weighted average shares 13,942,245 4,357,604 If all dilutive securities had been exercised at December 31, 2015 the total number of common shares outstanding would be as follows: Common shares 22,923,526 Convertible notes 5,008,461 Options 393,875 Warrants 8,539,909 Total potential shares 36,865,771 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration | Note 9 Concentrations The following table reflects the concentration of revenue during the years ended December 31, 2015 and 2014: Years ended December 31, 2015 2014 Customer 1 30 % 3 % Customer 2 10 % 0 % Customer 3 3 % 16 % Customer 4 5 % 15 % Customers in excess of 10% or more as included in the table above represent $1,168,927 and $585,673 of gross accounts receivable as of December 31, 2015 and 2014, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 Commitments and Contingencies Office Lease Agreements On September 22, 2015 the Company signed a lease for office space in Irvine, California, and subsequently moved its operation to this location. This lease expires in September 2018 and carries a current monthly rent of approximately $5,350. The Company is also still under lease for its previous office space in Irvine, California that expires in March 2017. The current monthly rent is approximately $13,100. The Company plans to sublet this location in the near future. Future minimum lease payments under non-cancelable operating leases as of December 31, 2015 are as follows: Years ending December 31, 2016 $ 205,275 2017 103,776 2018 52,497 Total $ 361,548 For the years ended December 31, 2015 and 2014 rent expense was $181,281 and $135,533, respectively. Legal Proceedings 1. Adaptive Medias, Inc. v. Vdopia, Inc . , Alameda County Superior Court, Case No. RG16806402. On March 4, 2016, Adaptive filed suit against Vdopia for recovery of over $177,246 owed. Vdopia has not yet responded to the Complaint. 2. Open X Technologies, Inc. v. Adaptive Medias, Inc . , American Arbitration Association (AAA), Case No. 01-15-0006-0657. On December 16, 2015, Open X filed a demand with AAA for arbitration of a dispute over $58,701 allegedly owed by Adaptive, plus claimed interest, attorneys fees, and costs, etc. The Company has denied all allegations. An Arbitration trial is scheduled for July 8, 2016. 3. Viewster, AG v. Adaptive Medias, Inc. , Orange County Superior Court, Case No. 30-2015-00809444-CU-BC-CJC. On September 14, 2015, Viewster, AG, a Swiss corporation, sued Adaptive. A default judgment was entered and Adaptive filed a motion to set it aside. In January 2015, while that motion was pending, the parties entered into a settlement agreement, pursuant to which Adaptive would make installment payments totaling $58,592. Adaptive was not able to make all the installment payments, and the judgment is now enforceable but it has been reduced by a prior payment. On January 16, 2016 the Company entered into a settlement agreement with a vendor to settle $55,137 in payables for $58,593 including fees and costs. 4. Shandy Media, Inc. v. Adaptive Medias, Inc. , Los Angeles County Superior Court, Case No. BC588554. On or about July 20, 2015, Shandy Media sued Adaptive for $83,655, which Shandy claimed Adaptive owed pursuant to a service agreement. The Company denied all allegations. On or about April 7, 2016, the parties entered into a settlement agreement pursuant to which Adaptive agreed to pay Shandy $40,000 by June 1, 2016, in full settlement and release of all claims, and if Adaptive fails to pay the settlement amount by June 1, 2016, then a judgment will be entered against Adaptive for $83,655. 5. 2Blue Media Group, LLC v. Adaptive Medias, Inc. , Orange County Superior Court, Case No. 30-2015-00806086-CU-CL-CJC. On August 24, 2015, 2Blue Media Group, LLC filed a lawsuit claiming that Adaptive owed $25,825 for services. The Company has denied all allegations. A settlement conference is scheduled for May 6, 2016, and trial is scheduled for June 20, 2016. 6. Khoi Senderowicz v. Kasian Franks, Andrew Linton, Mimvi, Inc. , Alameda County Superior Court, Case No. RG13689457. On July 29, 2013, Plaintiff Khoi Senderowicz sued the Companys founder and former officer, Kasian Franks. The lawsuit also named as defendants the Company and an alleged shareholder. Senderowicz claimed that Company was responsible for two residential properties she rented to Franks. Senderowicz sought over $353,983 in claimed unpaid rent, property damages, and lost rent. Senderowicz also sought to redeem 50,000 shares of restricted common stock that Franks issued to her children in March of 2011, and she claimed she was entitled to an another 250,000 shares that Franks allegedly promised. The Company denied all allegations. In June 2015, the Company agreed to settle Senderowcizs claims in exchange for payment of $26,000 and cooperation in removing the restrictions on the 50,000 shares. Senderowicz later claimed that the settlement should be set aside. A hearing on whether the settlement should be set aside is scheduled for April 29, 2016. 7. Amanda Besemer v. Adaptive Medias, Inc., Mimvi, Inc. , Los Angeles County Superior Court, Case No. SC 123934. On February 27, 2014, Amanda Besemer sued the Company for alleged breach of an Advisory Board Member Agreement that she claimed she entered into with the Companys founder and former officer, Kasian Franks. The lawsuit was filed in the Santa Clara County Superior Court (San Jose), but on or about March 20, 2015, the lawsuit was transferred and re-filed in the Los Angeles County Superior Court (Santa Monica). Besemer received over $100,000 worth of stock. She alleged that the Member Agreement entitled her to an additional 800,000 shares which she claims were worth $704,000. The Company denied all allegations. In March 2016, the parties entered into a settlement agreement, pursuant to which the Company agreed to pay a total of $75,000 in monthly installments, the last of which is due in January 2017. Under the agreement, if the Company defaults on the payments a judgment may be entered against Adaptive for $100,000, less any prior payments. 8. Mario Wilson v. Mimvi, Inc. , San Francisco County Superior Court, Case No. CPF-12-512012. On February 16, 2012, a judgment for $62,141 was entered in favor of a former employee, Mario Wilson. By the end of 2014, the judgment had grown with interest, costs, and attorney fees to $76,694. Adaptive settled the judgment and satisfied it. 9. iii-interactive, LLC, d/b/a 3 Interactive and d/b/a Division-D v. Adaptive Medias, Inc. , Circuit Court of Boone County, Missouri, Case No. 15BA-CV02525. On July 29, 2015, iii-Interactive filed a lawsuit in Missouri claiming that the Company owed $29,341 and a default judgment was entered. In October 2015, the Company agreed to settle the matter for $20,000, and that settlement was paid. 10. Phunware, Inc. adv. Adaptive Medias, Inc. Phunware, Inc. has asserted a claim against Adaptive for $6,133. 11. E.J. Hilbert adv. Adaptive Medias, Inc. E.J. Hilbert has asserted claims against Adaptive for alleged breaches and/or alleged failures to grant him 500,000 shares of restricted stock and 500,000 stock options. 12. Crowdgather, Inc. adv. Adaptive Medias, Inc. Crowd Gather has asserted a claim against Adaptive for $10,987. 13. Eric Rice v. Mimvi, Inc. , Los Angeles County Superior Court, Case No. LC100816. On September 20, 2013, Eric Rice sued for alleged breaches and alleged termination based on claimed false pretexts, and he sought over $180,000. In December 2014, the case was transferred to attorney David Fisher of Fisher & Wolfe LLP. It is my understanding that the matter was settled. 14. Felix Chan v. Adaptive Medias, Inc. , San Francisco County Superior Court, Case No. CPF-15-514104. On or about May 6, 2015, judgment was entered confirming a AAA arbitration award against Adaptive and in favor of Chan for $358,387. In or about June 2015, the parties entered into a settlement agreement, pursuant to which Adaptive agreed to resolve the matter by making payments. I do not know if all the payments were made. I believe attorney David Fisher of Fisher & Wolfe LLP would have more information. 15. OneScreen, Inc. v. Patel Orange County Superior Court Case No. 30-2014-00699812. 16. AdOn Network, LLC v. OneScreen, Inc., et al., San Francisco Superior Court Case No. CGC-14-542878. AdOn Network, LLC (AdOn) originally filed suit against OneScreen arising out of an alleged settlement agreement that OneScreen entered into with AdOn on March 14, 2014. AdOn asserts that OneScreen breached the settlement and asserts various contractual and quasi-contractual claims against OneScreen. AdOn is seeking damages of approximately $429,000. In its First Amended Complaint, Plaintiff also sued the Company for successor liability for OneScreens alleged debts. The Company demurred to the First Amended Complaint, but the court denied the demurrer. The Company has answered the First Amended Complaint and intends to vigorously defend against the claims. Adaptive filed a summary judgement motion which is set for hearing on July 28, 2016. 17. MeetMe, Inc. v. Beanstock Media, Inc., et al., Philadelphia Court of Common Pleas On September 29, 2015, MeetMe, Inc. (MeetMe) filed suit against Beanstock Media, Inc. (Beanstock) and the Company. MeetMe asserts breach of contract claims regarding an alleged debt that it claims it is owed by Beanstock. MeetMe also claims that the Company allegedly guaranteed Beanstocks debt through a subsequent agreement. The parties are exploring settlement of the matter, but Adaptive intends to vigoursly defend against the claims if a settlement is not reached. On January 5, 2016, Beanstock was put into involuntary bankruptcy. Beanstocks bankruptcy has resulted in a stay of the proceedings of the case, and the Court recently denied MeetMes motion to sever the claims against Adaptive. Since the case is in its preliminary stages and currently stayed, and no discover has been take, it is impossible to determine the exact likelihood of success on MeetMes claims. The parties are exploring potential settlement of the matter. 18. Adaptive Medias, Inc. v. Beanstock Media, Inc, et al. On September 28, 2015, Adaptive filed suit against MeetMe, Inc (MeetMe), Jim Waltz, (Waltz) and Beanstock Media, Inc, (Beanstock) in Orange County Superior court. Adaptives lawsuit, among other things, asserts that Beanstock and Waltz fraudulently induced Adaptive into making a payment to MeetMe on behalf of Beanstock in the amount of $600,000, and that Waltz and Beanstock fraudulently induced Adaptives President to sign a purported guarantee of certain Beanstock payment obligation to MeetMe. Adaptive also asserts that Waltz breached his fiduciary duties to Adaptive, and that MeetMe aided and abetted those breaches. Adaptive seeks an amount of damages to be proved a trial, declaratory relief, recession, and punitive damages. On January 5, 2016, Beanstock was put into involuntary bankruptcy. Beanstocks bankruptcy has resulted in a stay of the proceedings. Because MeetMe and Waltz have not yet answered the Complaint, the case is currently stayed, and no discovery has been taken, it is impossible to determine the exact likelihood of success on these claims. The parties are exploring potential settlement of the matter. 19. Adaptive Medias, Inc. v. Jim Waltz, et al., Orange County Superior Court Case No. 30-2015-00812007-CU-FR-CJC On September 28, 2015, the Company filed suit against former director Jim Waltz (Mr. Waltz), Beanstock and MeetMe, Inc. The Company asserts various claims relating to Mr. Waltz self-dealing as a director of the Company , including fraudulent conduct that resulted in Adaptive Medias paying and allegedly guaranteeing obligations incurred by Beanstock. Among other relief, the Company seeks to recover the monies that were paid to MeetMe, and it seeks to void and/or rescind the obligations Adaptive Medias allegedly incurred as a result of Mr. Waltz fraudulent conduct and breaches of his fiduciary duties. None of the defendants have yet responded to the Complaint. Other Commitments and Contingencies Rescission of Previously Announced and Accrued Settlement On May 6, 2015, the Company entered into a Confidential Settlement Agreement and Mutual Release (the Settlement) with Gregg Templeton, pursuant to which the Company and Mr. Templeton agreed to mutually release one another from any and all obligations under previous consulting arrangements between the parties. Pursuant to the terms of the Settlement Agreement, in exchange for consulting services previously rendered to the Company, the Companys shall pay to Mr. Templeton (i) a cash fee in the amount of $405,000; (ii) 318,343 shares of the Companys common stock; and (iii) a five-year warrant to purchase 1,500,000 shares of the Companys common stock at a price of $3.00 per share. This settlement was authorized by two of three Board members and was accrued as of March 31, 2015. It was later determined that the settlement document itself was never signed by an officer of the Company and the Company has no intentions of settling this issue on the terms noted above. Further, the Chairman of the Board, being the only sitting Board member rescinded the Board authorization for this settlement on July 22, 2015. Reversals of Certain Liabilities During the third quarter of 2015, the Company reversed certain legacy liabilities in the amount of $658,000 that were carried over from the Mimvi transaction in 2013. Upon the Companys review, it was determined that these amounts did not represent valid liabilities. In addition, certain liabilities recorded in prior years in the amount of $315,000 were determined to be invalid and were reversed. The aggregate of these reversals in the amount of $973,000 were recorded as a component of Other income in the accompanying statements of operations for the year ended December 31, 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events The Company follows the guidance in FASB ASC Topic 855, Subsequent Events Loan transactions On February 22, 2016, the Company entered into a convertible promissory note with an outside investor for a principal amount of $245,000 in exchange for $220,400 with a maturity date of November 19, 2016. The note is convertible at a conversion price of 60% of the lowest trading price of the Companys common stock for the previous 20 trading days prior to the conversion date. The note bears interest at 12% per annum. The holder of the February 22, 2016 discount convertible debenture also received warrants to purchase an aggregate of 1,276,042 shares of the Companys common stock, par value $0.0001 per share, for an exercise price of $0.50 per share for a period of five (5) years. On March 4, 2016 the Company entered into a convertible promissory note with an outside investor for a principal amount of $335,000 in exchange for $253,000 with a maturity date of September 4, 2016. The note is convertible at a conversion price of 60% of the lowest trading price of the Companys common stock for the previous 20 trading days prior to the conversion date. On March 15, 2016, the Company entered into a convertible promissory note with an outside investor for a principal amount of $40,000 in exchange for $34,000 with a maturity date of March 15, 2017. The note is convertible at a conversion price of 60% of the lowest trading price of the Companys common stock for the previous 20 trading days prior to the conversion date. The note bears interest at 10% per annum. |
Basis of Presentation and Sum18
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended December 31, 2015 and 2014. On April 14, 2014, the shareholders of the Company authorized its Board of Directors to effectuate a reverse stock split, in the Boards discretion (the Reverse Stock Split), which was ultimately declared effective by the Board of Directors as of the close of business on July 14, 2014. As a result of the Reverse Stock Split, every thirty (30) issued and outstanding shares of the Companys common stock was changed and converted into one (1) share of common stock. Following the Reverse Stock Split, the Company continues to have 300,000,000 shares of common stock authorized for issuance, but the number of outstanding shares of the Companys common stock was reduced from 192,364,735 shares to 6,412,225 shares. As required by the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 260-10-55-12 Earnings per Share |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern The Companys unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of December 31, 2015, the Company had an accumulated deficit of $58,300,666. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to raise funds through the sale of its equity securities or issuance of notes payable to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing until the Company can earn revenue and realize positive cash flow from its operations. There are no assurances that the Company will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Company will continue as a going concern. Based on the Companys current rate of cash outflows, cash on hand and proceeds from the prior sale of equity securities and issuance of convertible notes, management believes that its current cash will not be sufficient to meet the anticipated cash needs for working capital for the next 12 months. The Companys plans with respect to its liquidity issues include, but are not limited to, the following: 1) Continue to issue restricted stock for compensation due to consultants and for its legacy accounts payable in lieu of cash payments; and 2) Seek additional capital in the public equity markets to continue its operations as it rolls out its current products in development, responds to competitive pressures, develops new products and services, and supports new strategic partnerships. The Company is currently evaluating additional debt or equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Reclassifications | Reclassifications Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-599, Revenue Recognition, Overall, SEC Materials |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Companys accounts receivable primarily consist of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with managements estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of December 31, 2015 and 2014 is adequate, but actual write-offs could exceed the recorded allowance. |
Intangible Assets | Intangible assets Intangible assets consisting of websites, customer lists, content and publisher relationships, developed technology and trade names are stated at cost. Expenditures of costs incurred to renew or extend the term of a recognized intangible asset and materially extend the useful life are capitalized. When assets are sold or otherwise written off due to asset impairment, the cost and the related accumulated amortization are removed from the accounts and any realized gain or loss is recognized at that time. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable. |
Intangible Assets - Goodwill | Intangible Assets Goodwill The Companys goodwill associated with its acquisitions is not amortized. Management reviews goodwill for impairment at least on an annual basis and at other times when existing conditions raise substantial questions about their recoverability. An impairment charge is recognized in the period which management determines that the assets are impaired. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows that are expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. |
Internal Use Software Development Costs | Internal Use Software Development Costs The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post implementation phases of development as research and development expense. The Company capitalizes costs when preliminary efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and will be used as intended. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. |
Convertible Debt and Warrants Issued with Convertible Debt | Convertible Debt and Warrants Issued with Convertible Debt Convertible debt is accounted for under the guidelines established by ASC 470, Debt with Conversion and Other Options Beneficial Conversion Features We calculate the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718, Compensation Stock Compensation For modifications of convertible debt, we record the modification that changes the fair value of an embedded conversion feature, including a BCF, as a debt discount which we amortize to interest expense over the remaining life of the debt. If modification is considered substantial (i.e. greater than 10% of the carrying value of the debt), an extinguishment of debt is deemed to have occurred, resulting in the recognition of an extinguishment gain or loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We utilize ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Companys assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2015 and December 31, 2014, we did not have any level 3 assets or liabilities. As of December 31, 2015, the derivative liabilities are considered level 2 items. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic earnings per share is calculated by dividing income available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. |
Stock Based Compensation | Stock Based Compensation The Company recognizes stock-based compensation in accordance with FASB ASC Topic 718 Stock Compensation For non-employee stock-based compensation, the Company applies FASB ASC Topic 505 Equity-Based Payments to Non-Employees |
Income Taxes | Income Taxes The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. 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 operations in the period that includes the enactment date. The Company also follows ASC 740-10-25, which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprises financial statements in accordance with ASC Topic 740, Accounting for Income Taxes |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU No. 2014-9, Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statement-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern |
Organization and Nature of Bu19
Organization and Nature of Business (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Purchase Price Allocated | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition and the allocation of the purchase price to the fair value of net assets acquired: Fixed assets $ 82,112 Intangibles 6,320,000 Goodwill 8,597,888 Total purchase price allocated $ 15,000,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following table summarizes the intangible assets as of December 31, 2015 and December 31, 2014. December 31, 2015 December 31, 2014 Websites $ 11,297 $ 11,297 Customer lists 306,505 306,505 Developed technology 3,995,098 4,883,034 Trade names 71,235 85,607 4,384,135 5,286,443 Less: accumulated amortization $ (4,088,730 ) $ (1,666,237 ) Identifiable intangibles, net 295,405 3,620,206 Goodwill - 4,397,964 Intangible assets, net $ 295,405 $ 8,018,170 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Components of net deferred tax assets (liabilities), including a valuation allowance, are as follows at December 31: 2015 2014 Net operating loss carryforwards $ 16,767,580 $ 14,119,000 Stock-based compensation 5,362,559 3,972,000 Other 1,042,990 124,000 Valuation allowance (23,173,129 ) (18,215,000 ) Total deferred tax assets $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2015: 2015 2014 Tax provision at statutory federal rate 34.0 % 34 % Effects of: State income tax expense, net of federal benefit 2.5 % 4 % Change in valuation allowance -17.0 % -27 % Permanent differences -8.3 % -11 % Other -11.2 % 0 % Effective tax rate 0.0 % 0 % |
Warrants and Options (Tables)
Warrants and Options (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | The following table reflects the option activity during the year ended December 31, 2015 and 2014: Common Average Shares Exercise Price Outstanding as of January 1, 2014 542,056 $ 3.60 Granted 1,058,770 - Exercised - - Forfeited, cancelled, expired (122,849 ) 2.59 Outstanding as of December 31, 2014 1,477,977 $ 1.11 Granted 151,667 1.86 Exercised (202,706 ) 0.48 Forfeited, cancelled, expired (1,033,063 ) 0.92 Outstanding as of December 31, 2015 393,875 $ 0.49 |
Schedule of Warrant Activity | The following table reflects warrant activity during the year ended December 31, 2015 and 2014: Warrants for Weighted Common Average Shares Exercise Price Outstanding and exercisable as of January 1, 2014 1,550,959 $ 4.80 Granted 1,462,002 3.00 Exercised cash - - Exercised - cash-less exercise - - Forfeited, cancelled, expired (133,334 ) 2.25 Outstanding and exercisable as of December 31, 2014 2,879,627 $ 4.00 Granted 5,826,949 0.99 Exercised cash - - Exercised - cash-less exercise - - Forfeited, cancelled, expired (166,667 ) 0.50 Outstanding as of December 31, 2015 8,539,909 $ 2.02 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The numerators and denominators used to calculate basic and diluted income (loss) per share are as follows for the years ended December 31, 2015 and 2014: Years ended December 31, 2015 2014 Numerator for income (loss) per share: Net income (loss) attributable to common shareholders $ (18,127,950 ) $ (18,849,726 ) Numerator for diluted income (loss) per share $ (18,127,950 ) $ (18,849,726 ) Denominator for income (loss) per share: Weighted average common shares 17,772,497 9,233,075 Convertible note payable - - Options - - Warrants - - Denominator for diluted income (loss) per share 17,772,497 9,233,075 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares are not included in the computation of diluted income (loss) per share, because their conversion prices exceeded the average market price or their inclusion would be anti-dilutive: Years ended December 31, 2015 2014 Convertible notes 5,008,461 - Options 393,875 1,477,977 Warrants 8,539,909 2,879,627 Total anti-dilutive weighted average shares 13,942,245 4,357,604 |
Schedule Of Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities | If all dilutive securities had been exercised at December 31, 2015 the total number of common shares outstanding would be as follows: Common shares 22,923,526 Convertible notes 5,008,461 Options 393,875 Warrants 8,539,909 Total potential shares 36,865,771 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Revenue | The following table reflects the concentration of revenue during the years ended December 31, 2015 and 2014: Years ended December 31, 2015 2014 Customer 1 30 % 3 % Customer 2 10 % 0 % Customer 3 3 % 16 % Customer 4 5 % 15 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2015 are as follows: Years ending December 31, 2016 $ 205,275 2017 103,776 2018 52,497 Total $ 361,548 |
Organization and Nature of Bu26
Organization and Nature of Business (Details Narrative) - shares | Jul. 15, 2014 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Entity incorporation, date of incorporation | Aug. 7, 2007 | |
Entity incorporation, state country name | State of Nevada | |
Media Graph Transaction [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common stock shares for acquisition | 5,000,000 |
Organization and Nature of Bu27
Organization and Nature of Business - Schedule of Purchase Price Allocated (Details) | Dec. 31, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fixed assets | $ 82,112 |
Intangibles | 6,320,000 |
Goodwill | 8,597,888 |
Total purchase price allocated | $ 15,000,000 |
Basis of Presentation and Sum28
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Reverse stock split description | every thirty (30) issued and outstanding shares of the Companys common stock was changed and converted into one (1) share of common stock | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares outstanding | 22,923,526 | 13,869,771 | |
Accumulated deficit | $ 58,300,666 | $ 40,172,716 | |
Maximum [Member] | |||
Common stock, shares outstanding | 192,364,735 | ||
Minimum [Member] | |||
Common stock, shares outstanding | 6,412,225 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 2,422,492 | $ 1,460,267 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 5,458,229 | 8,604,315 |
Asset Impairment Charges | 284,898 | |
Adaptive Media Transaction [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 14,372 | 87,207 |
Goodwill, Impairment Loss | 1,923,795 | 61,892 |
Media Graph Transaction [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 1,045,892 | 2,292,599 |
Goodwill, Impairment Loss | $ 2,189,272 | $ 6,162,617 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 4,384,135 | $ 5,286,443 |
Less: accumulated amortization | (4,088,730) | (1,666,237) |
Identifiable intangibles, net | $ 295,405 | 3,620,206 |
Goodwill | 4,397,964 | |
Intangible assets, net | $ 295,405 | 8,018,170 |
Websites [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 11,297 | 11,297 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 306,505 | 306,505 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 3,995,098 | 4,883,034 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 71,235 | $ 85,607 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating loss carryforwards, expiration date description | expiring at various years through 2035 | |
Percentage of ownership change | 50.00% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 3,246,952 | $ 11,164,000 |
Federal Tax Purposes [Member] | ||
Operating loss carryforwards | 42,100,000 | |
State Tax Purposes [Member] | ||
Operating loss carryforwards | $ 42,100,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 16,767,580 | $ 14,119,000 |
Stock-based compensation | 5,362,559 | 3,972,000 |
Other | 1,042,990 | 124,000 |
Valuation allowance | $ (23,173,129) | $ (18,215,000) |
Total deferred tax assets |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax provision at statutory federal rate | 34.00% | 34.00% |
State Income tax expense, net of federal benefit | 2.50% | 4.00% |
Change in valuation allowance | (17.00%) | (27.00%) |
Permanent differences | (8.30%) | (11.00%) |
Other | (11.20%) | 0.00% |
Effective tax rate | 0.00% | 0.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 13, 2015 | Oct. 26, 2015 | Oct. 07, 2015 | Jul. 14, 2015 | Feb. 10, 2014 | Nov. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 12, 2015 | Jul. 28, 2015 |
Warrants cancelled in exchange for conversion of note | 133,334 | ||||||||||
Convertible note payable conversion, amount | $ 100,000 | $ 200,000 | $ 105,000 | ||||||||
Convertible note payable, conversion price per share | $ 2.25 | $ .30 | |||||||||
Number of shares Issued for conversation of convertible note payable | 46,667 | ||||||||||
Repayments of Debt | $ 275,000 | ||||||||||
Recognized a loss on settlement of debt | $ 19,379 | ||||||||||
Convertible promissory note | $ 110,000 | $ 245,000 | |||||||||
Percentage of interest rate | 22.00% | 22.00% | |||||||||
Gross proceeds from sale of discount converitble debenture offering | $ 1,250,000 | ||||||||||
Aggregate principal amount | $ 1,470,588 | ||||||||||
Maturity date | Sep. 4, 2016 | ||||||||||
Placement agent received in cash | $ 100,000 | ||||||||||
Percentage of debentures issued premium to purchase price | 117.65% | ||||||||||
Debentures maturity date | May 31, 2016 | Feb. 25, 2016 | Sep. 3, 2016 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||
Volatility | 203.60% | 168.71% | |||||||||
Risk free rate | 0.31% | 36.00% | |||||||||
Warrant upon issuance value | $ 12,047 | $ 1,487,822 | |||||||||
Revalued warrant | 153,813 | 519,576 | |||||||||
Resulted in a gain | $ 141,766 | $ 968,246 | |||||||||
Company made payments before due date | $ 228,205 | $ 275,000 | |||||||||
Percentage of conversion price | 60.00% | 60.00% | |||||||||
Warrants [Member] | |||||||||||
Warrants to purchase of common stock, shares | 3,676,470 | ||||||||||
Exercisable per share | $ 0.50 | ||||||||||
Warrant period | 5 years | ||||||||||
Warrant term | Sep. 3, 2020 | ||||||||||
Volatility | 168.71% | ||||||||||
Risk free rate | 0.28% | ||||||||||
Warrant upon issuance value | $ 238,312 | ||||||||||
Revalued warrant | 747,965 | ||||||||||
Resulted in a gain | $ 509,653 | ||||||||||
Warrants [Member] | Holders [Member] | |||||||||||
Warrants to purchase of common stock, shares | 294,118 | 3,676,470 | |||||||||
Exercisable per share | $ 0.50 | $ 0.50 | |||||||||
Warrant period | 5 years | 5 years | |||||||||
Warrant term | Mar. 3, 2016 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Volatility | 203.60% | 168.71% | |||||||||
Risk free rate | 0.31% | 0.28% | |||||||||
Warrant upon issuance value | $ 87,851 | $ 1,631,357 | |||||||||
Revalued warrant | 59,925 | 519,576 | |||||||||
Resulted in a gain | $ 27,926 | $ 1,111,781 | |||||||||
John Strong [Member] | |||||||||||
Convertible promissory note | $ 100,000 | ||||||||||
Percentage of interest rate | 6.00% | 10.00% | 5.00% | ||||||||
Percentage of unpaid balance including interest into common stock rate equal | 50.00% | ||||||||||
Maturity date | Jan. 7, 2016 | ||||||||||
Short term note payable | $ 75,000 | ||||||||||
Company made payments before due date | $ 28,205 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Apr. 14, 2014 | Feb. 10, 2014 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Number of common stock issued for services | $ 3,479,499 | $ 2,145,026 | |||
Number of shares outstanding | 22,923,526 | 13,869,771 | |||
Issued shares per share on average | $ 4 | ||||
Shares issued for merger and acquisition | $ 15,000,000 | ||||
Price per share on average | $ .30 | $ 2.25 | |||
Various Employees And Consultants [Member] | |||||
Number of common stock shares issued for services | 6,889,094 | ||||
Number of common stock issued for services | $ 3,479,498 | ||||
Number of common stock shares sold | 2,164,661 | ||||
Number of shares anti-diution clasuses | 981,229 | ||||
Number of common stock sold | $ 2,000,000 | ||||
Various Consultants [Member] | |||||
Number of common stock shares issued for services | 555,309 | ||||
Number of common stock issued for services | $ 2,145,026 | ||||
Number of common stock shares sold | 3,239,780 | ||||
Number of common stock sold | $ 7,289,500 | ||||
Issued shares per share on average | $ 3.86 | ||||
Sold shares per share on average | $ 2.25 | ||||
Number of common stock shares issued for settlement of accounts payable | 64,993 | ||||
Number of common stock issued for settlement of accounts payable | $ 195,879 | ||||
Accounts payable price per share on average | $ 3.01 | ||||
Shares issued for merger and acquisition | $ 15,000,000 | ||||
Shares issued for merger and acquisition, shares | 5,000,000 | ||||
Merger transactions price per share on average | $ 3 | ||||
Number of common stock shares issued for settlement of convertible note | 46,667 | ||||
Number of common stock issued for settlement of convertible note | $ 105,000 | ||||
Price per share on average | $ 2.25 |
Warrants and Options (Details N
Warrants and Options (Details Narrative) - USD ($) | Nov. 02, 2010 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 14, 2014 | Sep. 30, 2013 | Feb. 05, 2013 |
Number of stock option shares for grant | 151,667 | 1,058,770 | ||||||
Number of stock option shares for forfeited and cancelled | 1,033,063 | 122,849 | ||||||
Fair value assumptions, expected term | 3 years | 5 years | ||||||
Fair value assumptions, risk free interest rate | 0.99% | |||||||
Fair value assumptions, expected dividend rate | 0.00% | 0.00% | ||||||
Fair value assumptions, expected volatility rate | 338.00% | |||||||
Share-based compensation | $ 242,221 | $ 471,043 | ||||||
Issuance of common shares for available for future grant | 28,219,022 | |||||||
Risk free interest rate, minimum | 1.50% | |||||||
Risk free interest rate, maximum | 1.51% | |||||||
Dividend yield | 0.00% | 0.00% | ||||||
Volatility rate, minimum | 133.00% | |||||||
Volatility rate, maximum | 145.00% | |||||||
Consultant Stock Plan 2013 [Member] | ||||||||
Number of Shares Available for Grant | 2,000,000 | |||||||
Number of stock option shares for grant | 2,000,000 | |||||||
Maximum [Member] | ||||||||
Stock options vest period | 3 years | |||||||
Minimum [Member] | ||||||||
Stock options vest period | 5 years | |||||||
2010 Stock Incentive Plan [Member] | ||||||||
Number of shares issuable under 2010 plan | 30,000,000 | 30,000,000 | 30,000,000 | 15,000,000 | ||||
Number of shares increased to issuable under 2010 plan | 15,000,000 | |||||||
2010 Stock Incentive Plan [Member] | Maximum [Member] | ||||||||
Percentage of stock option granted exercise price fair market value | 100.00% | |||||||
Stock options granted term | 10 years |
Warrants and Options - Schedule
Warrants and Options - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Common Shares, Outstanding | 1,477,977 | 542,056 |
Common Shares, Granted | 151,667 | 1,058,770 |
Common Shares, Exercised | (202,706) | |
Common Shares, Forfeited, cancelled, expired | (1,033,063) | (122,849) |
Common Shares, Outstanding | 393,875 | 1,477,977 |
Average Exercise Price, Outstanding | $ 1.11 | $ 3.60 |
Average Exercise Price, Granted | 1.86 | |
Average Exercise Price, Exercised | 0.48 | |
Average Exercise Price, Forfeited, cancelled, expired | 0.92 | $ 2.59 |
Average Exercise Price, Outstanding | $ .49 | $ 1.11 |
Warrants and Options - Schedu38
Warrants and Options - Schedule of Warrant Activity (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants for Common Shares, Outstanding and exercisable | 2,879,627 | 1,550,959 |
Warrants for Common Shares, Granted | 5,826,949 | 1,462,002 |
Warrants for Common Shares, Exercised-cash | ||
Warrants for Common Shares, Exercised - cash-less exercise | ||
Warrants for Common Shares, Forfeited, cancelled, expired | (166,667) | (133,334) |
Warrants for Common Shares, Outstanding and exercisable | 8,539,909 | 2,879,627 |
Weighted Average Exercise Price, Outstanding and exercisable | $ 4 | $ 4.80 |
Weighted Average Exercise Price, Granted | $ 0.99 | $ 3 |
Weighted Average Exercise Price, Exercised - cash | ||
Weighted Average Exercise Price, Exercised - cash-less exercise | ||
Weighted Average Exercise Price, Forfeited, cancelled, expired | $ 0.50 | $ 2.25 |
Weighted Average Exercise Price, Outstanding and exercisable | $ 2.02 | $ 4 |
Income (Loss) Per Share - Sched
Income (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Numerator for income (loss) per share, Net income (loss) attributable to common shareholders | $ (18,127,950) | $ (18,849,726) |
Numerator for income (loss) per share, Numerator for diluted income (loss) per share | $ (18,127,950) | $ (18,849,726) |
Denominator for income (loss) per share, Weighted average common shares | 17,772,497 | 9,233,075 |
Denominator for income (loss) per share, Convertible note payable | ||
Denominator for income (loss) per share, Options | ||
Denominator for income (loss) per share, Warrants | ||
Denominator for diluted income (loss) per share | 17,772,497 | 9,233,075 |
Income (Loss) Per Share - Sch40
Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 13,942,245 | 4,357,604 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 5,008,461 | |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 393,875 | 1,477,977 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 8,539,909 | 2,879,627 |
Income (Loss) Per Share - Sch41
Income (Loss) Per Share - Schedule of Potential Common Stock Outstanding Upon Exercise of Dilutive Securities (Details) | Dec. 31, 2015shares |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 36,865,771 |
Common Shares [Member] | |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 22,923,526 |
Convertible Notes [Member] | |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 5,008,461 |
Options [Member] | |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 393,875 |
Warrants [Member] | |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 8,539,909 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | ||
Customer in excess percentage | 10.00% | |
Accounts receivable | $ 1,168,927 | $ 585,673 |
Concentrations - Schedules of C
Concentrations - Schedules of Concentration of Revenue (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 10.00% | |
Customer 1 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 30.00% | 3.00% |
Customer 2 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 10.00% | 0.00% |
Customer 3 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 3.00% | 16.00% |
Customer 4 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 5.00% | 15.00% |
Commitments and Contingencies44
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 16, 2015 | Sep. 28, 2015 | Sep. 22, 2015 | Sep. 14, 2015 | Aug. 24, 2015 | Jul. 29, 2015 | Jul. 20, 2015 | May. 06, 2015 | Feb. 27, 2014 | Sep. 20, 2013 | Jul. 29, 2013 | Feb. 16, 2012 | Oct. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Rent expense | $ 181,281 | $ 135,533 | |||||||||||||||
Legal fee and costs | 1,341,127 | 1,506,016 | |||||||||||||||
Transaction One [Member] | |||||||||||||||||
Cash fee for service, amount | $ 405,000 | ||||||||||||||||
Transaction Two [Member] | |||||||||||||||||
Number of shares issued for service | 318,343 | ||||||||||||||||
Transaction Three [Member] | |||||||||||||||||
Warrant period | 5 years | ||||||||||||||||
Warrants to purchase of common stock, shares | 1,500,000 | ||||||||||||||||
Exercisable per share | $ 3 | ||||||||||||||||
Vdopia, Inc[Member] | March 4, 2016 [Member] | |||||||||||||||||
Litigation recovery of over owed | 177,246 | ||||||||||||||||
Open X Technologies, Inc. [Member] | |||||||||||||||||
Litigation recovery of over owed | $ 58,701 | ||||||||||||||||
Viewster, AG [Member] | |||||||||||||||||
Payment to settlement | $ 58,592 | ||||||||||||||||
Viewster, AG [Member] | January 16, 2016 [Member] | Vendor [Member] | |||||||||||||||||
Payment to settlement | 55,137 | ||||||||||||||||
Legal fee and costs | $ 58,593 | ||||||||||||||||
Shandy Media, Inc. [Member] | |||||||||||||||||
Payment to settlement | $ 83,655 | ||||||||||||||||
Shandy Media, Inc. [Member] | June 1, 2016 [Member] | |||||||||||||||||
Litigation recovery of over owed | 83,655 | ||||||||||||||||
Payment to settlement | $ 40,000 | ||||||||||||||||
2Blue Media Group, LLC [Member] | |||||||||||||||||
Payment to settlement | $ 25,825 | ||||||||||||||||
Khoi Senderowicz [Member] | |||||||||||||||||
Payment to settlement | $ 26,000 | ||||||||||||||||
Loss contingency, damages sought, value | $ 353,983 | ||||||||||||||||
Number of shares sought to redeem shaers of restircted commno stock | 50,000 | ||||||||||||||||
Number shares removing restriction on shares | 50,000 | ||||||||||||||||
Khoi Senderowicz [Member] | Kasian Franks [Member] | |||||||||||||||||
Number of shares sought to redeem shaers of restircted commno stock | 250,000 | ||||||||||||||||
Amanda Besemer [Member] | |||||||||||||||||
Litigation recovery of over owed | $ 100,000 | ||||||||||||||||
Payment to settlement | $ 75,000 | ||||||||||||||||
Installment due date | Jan. 31, 2017 | ||||||||||||||||
Received worth of stock value | $ 100,000 | ||||||||||||||||
Amanda Besemer [Member] | Member Agreement [Member] | |||||||||||||||||
Received worth of stock value | $ 704,000 | ||||||||||||||||
Additional number of shares cliams | 800,000 | ||||||||||||||||
Mario Wilson [Member] | |||||||||||||||||
Litigation recovery of over owed | $ 62,141 | $ 76,694 | |||||||||||||||
III-Interactive, LLC, d/b/a 3 Interactive And d/b/a Division-D [Member] | |||||||||||||||||
Litigation recovery of over owed | $ 29,341 | ||||||||||||||||
Payment to settlement | $ 20,000 | ||||||||||||||||
Phunware, Inc. [Member] | |||||||||||||||||
Litigation recovery of over owed | $ 6,133 | ||||||||||||||||
E.J. Hilbert [Member] | |||||||||||||||||
Number of shares sought to redeem shaers of restircted commno stock | 500,000 | ||||||||||||||||
Number of stock options failures to grant | 500,000 | ||||||||||||||||
Crowdgather, Inc. [Member] | |||||||||||||||||
Litigation recovery of over owed | $ 10,987 | ||||||||||||||||
Eric Rice [Member] | |||||||||||||||||
Loss contingency, damages sought, value | $ 180,000 | ||||||||||||||||
Felix Chan [Member] | |||||||||||||||||
Litigation recovery of over owed | $ 358,387 | ||||||||||||||||
AdOn Network, LLC [Member] | |||||||||||||||||
Loss contingency, damages sought, value | 429,000 | ||||||||||||||||
Beanstock Media, Inc [Member] | |||||||||||||||||
Litigation recovery of over owed | $ 600,000 | ||||||||||||||||
Mimvi Transaction 2013 [Member] | |||||||||||||||||
Legacy liabilities amount | $ 658,000 | $ 315,000 | $ 973,000 | ||||||||||||||
Office Lease Agreements [Member] | |||||||||||||||||
Lease expiration date description | September 2,018 | March 2,017 | |||||||||||||||
Monthly rent | $ 5,350 | $ 13,100 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Capital Leases (Details) | Dec. 31, 2015USD ($) |
Commitments And Contingencies - Schedule Of Future Minimum Lease Payments For Capital Leases Details | |
2,016 | $ 205,275 |
2,017 | 103,776 |
2,018 | 52,497 |
Total | $ 361,548 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 15, 2016 | Mar. 04, 2016 | Feb. 22, 2016 | Jan. 16, 2016 | Nov. 13, 2015 | Oct. 26, 2015 | Feb. 10, 2014 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible promissory note | $ 110,000 | $ 245,000 | ||||||||
Convertible exchange value | $ 100,000 | $ 200,000 | $ 105,000 | |||||||
Maturity date | Sep. 4, 2016 | |||||||||
Percentage of conversion price | 60.00% | 60.00% | ||||||||
Percentage of interest rate | 22.00% | 22.00% | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Subsequent Event [Member] | ||||||||||
Convertible promissory note | $ 40,000 | $ 335,000 | $ 245,000 | |||||||
Convertible exchange value | $ 34,000 | $ 253,000 | $ 220,400 | |||||||
Maturity date | Mar. 15, 2017 | Sep. 4, 2016 | Nov. 19, 2016 | |||||||
Percentage of conversion price | 60.00% | 60.00% | 60.00% | |||||||
Percentage of interest rate | 10.00% | 12.00% | ||||||||
Warrants to purchase of common stock, shares | 1,276,042 | |||||||||
Common stock, par value | $ 0.0001 | |||||||||
Exercisable per share | $ 0.50 | |||||||||
Warrant period | 5 years | |||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | ||||||||||
Settlement amount | $ 55,137 | |||||||||
Payment to settlement | $ 58,593 |