Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 20, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Adaptive Medias, Inc. | |
Entity Central Index Key | 1,428,397 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 33,459,841 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 695 | $ 359 |
Accounts receivable, net | 253,818 | 742,194 |
Prepaid expenses | 740,000 | 845,000 |
Total Current Assets | 994,513 | 1,587,553 |
Furniture and fixtures, net | 38,430 | 46,132 |
Intangible assets, net | 258,370 | 295,405 |
Deposits | 17,114 | 17,114 |
Total Assets | 1,308,427 | 1,946,204 |
Current Liabilities | ||
Accounts payable and accrued expenses | 4,604,791 | 4,624,916 |
Convertible note payable, net | $ 655,454 | 675,172 |
Related party note payable | 46,795 | |
Derivative liability | $ 3,892,315 | 1,481,278 |
Total Liabilities | $ 9,152,560 | $ 6,828,161 |
Stockholders’ 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; 29,925,134 and 22,923,526 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | $ 29,952 | $ 22,924 |
Additional paid-in capital | 55,923,920 | 53,395,785 |
Accumulated deficit | (63,798,005) | (58,300,666) |
Total Stockholders’ Deficit | (7,844,133) | (4,881,957) |
Total Liabilities and Stockholders’ Deficit | $ 1,308,427 | $ 1,946,204 |
Consolidated Balance Sheet (Un3
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
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 | 29,925,134 | 22,923,526 |
Common stock, shares outstanding | 29,925,134 | 22,923,526 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 173,087 | $ 1,167,719 |
Cost of revenue | 117,523 | 970,359 |
Gross Profit | 55,564 | 197,360 |
Operating expenses: | ||
Legal and professional fees | $ 64,373 | 353,419 |
Research and development | 156,972 | |
General and administrative expenses | $ 519,694 | 1,752,127 |
Selling expenses | 25,506 | 275,187 |
Depreciation and amortization | 44,738 | 655,562 |
Stock compensation expense | 2,535,625 | 3,941,118 |
Total operating expenses | 7,134,385 | |
Loss from operations | (3,134,372) | (6,937,025) |
Other income (expense): | ||
Interest expense | 570,857 | $ 25,577 |
Gain (loss) on extinguishment of debt | 16,427 | |
Excess fair market value of derivative liabilities | (2,684,803) | |
Change in fair value of derivative liability | 834,266 | |
Other income | 42,000 | $ 3,942 |
Total other income (expense) | (2,362,967) | (21,635) |
Net income (loss) | $ (5,497,339) | $ (6,958,660) |
Basic and dilutive loss per common share | $ (0.21) | $ (0.50) |
Weighted average numbers of shares outstanding - basic and diluted | 26,808,484 | 13,906,033 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Deficit (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
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 | |||
Shares issued for services | $ 4,562 | 2,381,771 | 2,386,333 | |
Shares issued for services, shares | 4,535,608 | |||
Shares issued for debt | $ 2,466 | 102,073 | 104,539 | |
Shares issued for debt, shares | 2,466,000 | |||
Stock option expense | 44,291 | |||
Net loss | (5,497,339) | (5,497,339) | ||
Balance at Mar. 31, 2016 | $ 29,952 | $ 55,923,920 | $ (63,798,005) | $ (7,844,133) |
Balance, shares at Mar. 31, 2016 | 29,925,134 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (5,497,339) | $ (6,958,660) |
Adjustments to reconcile from net loss to net cash used in operating activities: | ||
Depreciation and amortization | 44,738 | 655,562 |
Allowance for bad debts | 93,542 | 72,847 |
Stock compensation for services and options expense | 2,535,625 | $ 577,633 |
Amortization of debt discount | 523,095 | |
Change in fair value of derivative liability | 1,850,537 | |
Changes in operating assets and liabilities | ||
Accounts receivable | $ 394,834 | $ 369,014 |
Prepaid expenses | 18,081 | |
Deposits | 24,050 | |
Accounts payable and accrued expenses | $ (20,127) | 3,295,788 |
Net cash used in operating activities | $ (75,095) | (1,945,685) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,860) | |
Purchases and development of intangibles | (95,788) | |
Net cash used in investing activities | $ (100,648) | |
Cash flows from financing activities: | ||
Proceeds from notes payable | $ 562,400 | |
Repayments of notes payable | (486,969) | |
Net cash provided by financing activities | 75,431 | |
Net increase (decrease) in cash | 336 | $ (2,046,333) |
Cash, beginning of period | 359 | 2,255,784 |
Cash, end of period | 695 | 209,451 |
Cash paid during the period for: | ||
Interest | $ 29,906 | $ 19,708 |
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of common stock for repayment of convertible note payable | $ 49,039 | |
Issuance of common stock in connection with issuance of convertible note payable | $ 55,500 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2016 | |
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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
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. 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 March 31, 2016, the Company had an accumulated deficit of $$63,790,633 . 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 March 31, 2016 and December 31, 2015 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. 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 March 31, 2016 and December 31, 2015, we did not have any level 3 assets or liabilities. As of March 31, 2016 and 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 | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3 Intangible Assets The following table summarizes the intangible assets as of March 31, 2016 and December 31, 2015. March 31, 2016 December 31, 2015 Websites $ 11,297 $ 11,297 Customer lists 306,505 306,505 Developed technology 3,995,098 3,995,098 Trade names 71,235 71,235 4,384,135 4,384,135 Less: accumulated amortization $ (4,125,765 ) $ (4,088,730 ) Intangible assets, net 258,370 295,405 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 $37,035 and $650,218 for the three months ended March 31, 2016 and 2015, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 4 Convertible Notes Payable The following tables describes the Companys convertible notes payable as of March 31, 2016 and December 31, 2015. March 31, 2016 December 31, 2015 Principal Accrued Interest Principal Accrued Interest Convertible notes September 2015 convertible notes $ 1,221,815 $ - $ 1,470,588 $ - Convetible note #1 - - 245,000 - Convertible note #2 60,961 8,800 110,000 8,800 Convertible note #3 245,000 3,061 - - Convertible note #4 60,500 716 - - Convertible note #5 335,000 - - - Convertible note #6 40,000 175 - - Debt Discount (1,307,822 ) - (1,150,417 ) Subtotal convertible notes net 655,454 12,752 675,172 8,800 Related party promissory note Related party promissory note #1 - - 46,795 - Total 655,454 12,752 721,967 8,800 Current portion 655,454 12,752 721,967 8,800 Long-term portion $ - $ - $ - $ - Issuance and Repayments of Convertible Promissory Notes 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 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%. 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. This note was paid in full on 3/28/16. On October 26, 2015, the Company entered into convertible promissory note #1 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. This note was repaid with cash in full on February 22, 2016. On November 13, 2015, the Company entered into a convertible promissory note #2 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 holder of convertible promissory note #2 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%. On February 22, 2016, the Company entered into convertible promissory note #3 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 lessor of 60% of the lowest trading price of the Companys common stock for the previous 20 trading days prior to the execution date or conversion date. The note bears 12% interest per annum. According to ASC 815, the Company recorded a derivative liability and valued the conversion feature of the notes using the Black-Scholes model. The following were used to determine to the value: volatility of 246.15%, risk free rate of .51%. The holder of convertible promissory note #3 also received warrants to purchase an aggregate of 2,543,605 shares of the Companys common stock, par value $0.0001 per share, for an exercise price of $.60 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 the Black Sholes model. The following were used to determine to the value: volatility of 246.2%, risk free rate of .92%. On February 24, 2016, the Company entered into convertible promissory note #4 with an outside investor for a principal amount of $60,500 in exchange for $55,000 with a maturity date of February 23, 2018. The note is convertible at a conversion price lessor of $.48 per share 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 per annum. According to ASC 815, the Company recorded a derivative liability and valued the conversion feature of the notes using the Black-Scholes model. The following were used to determine to the value: volatility of 245.9%, risk free rate of .75%. On March 3, 2016, the Company entered into convertible promissory note #5 with an outside investor for a principal amount of $335,000 in exchange for $253,000 with a maturity date of September 3, 2016. The holder was also issued 150,000 shares of the company common stock in connection with this note. The note is convertible at a conversion price lessor 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 and is not convertible until an event of default occurs under which it would bear an interest rate of 22% per annum. The holder of convertible promissory note #5 also received warrants to purchase an aggregate of 652,597 shares of the Companys common stock, par value $0.0001 per share, for an exercise price of $.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 the Black Sholes model. The following were used to determine to the value: volatility of 248%, risk free rate of .98%. On March 15, 2016, the Company entered into convertible promissory note #6 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 58% 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 per annum. According to ASC 815, the Company recorded a derivative liability and valued the conversion feature of the notes using the Black-Scholes model. The following were used to determine to the value: volatility of 248%, risk free rate of .98%. Please refer to Note 5 for derivative valuations of the above notes and warrants. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 5 Derivative Financial Instruments The Company applies the provisions of ASC Topic 815-40, Contracts in Entitys Own Equity (ASC Topic 815-40), under which convertible instruments, which contain terms that protect holders from declines in the stock price, may not be exempt from derivative accounting treatment. As a result, embedded conversion options (whose exercise price is not fixed and determinable) in convertible debt (which is not conventionally convertible due to the exercise price not being fixed and determinable) are initially recorded as a liability and are revalued at fair value at each reporting date using the Black Sholes Model. The following table describes the Derivative liability as of March 31, 2016 and December 31, 2015. Revaluation at (Gain)/Loss for Three Months Ended Revaluation at Initial derivative valuation December 31, 2015 March 31, 2016 March 31, 2016 Convertible notes September 2015 convertible notes $ 1,487,822 $ 519,575 $ 203,739 $ 723,314 Convetible note #1 - - - - Convertible note #2 121,986 153,813 20,070 79,995 Convertible note #3 1,504,118 - (635,012 ) 869,106 Convertible note #4 234,412 - (121,611 ) 112,801 Convertible note #5 - - - - Convertible note #6 42,100 - 27,861 69,961 Warrants attached to convertible notes September 2015 warrants 1,631,357 747,965 296,520 1,044,485 Convertible note #2 warrants 87,851 59,925 (70,225 ) 83,588 Convertible note #3 warrants 1,213,554 - (490,153 ) 723,401 Convertible note #5 warrants 251,119 - (65,455 ) 185,664 Total 6,574,319 1,481,278 (834,266 ) 3,892,315 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 6 Stockholders Deficit 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 March 31, 2016 and December 31, 2015, 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 three months ended March 31, 2016, the Company issued 4,535,6080 shares of its common stock to various employees and consultants in exchange for services rendered with an aggregate fair value of $2,386,334. The Company also issued shares in connected with debt of 2,466,000 for an aggregate fair value of $1,213,500. The total number of shares outstanding as of March 31, 2016 was 29,925,134. During the three months ended March 31, 2015, the Company issued 179,960 shares of its common stock to various employees and consultants in exchange for services rendered with an aggregate fair value of $577,633. The total number of shares outstanding as of March 31, 2015 was 14,049,731. |
Warrants and Options
Warrants and Options | 3 Months Ended |
Mar. 31, 2016 | |
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 three months ended March 31, 2016: Common Average Shares Exercise Price Outstanding as of December 31, 2015 393,875 $ 0.65 Granted 50,000 0.59 Exercised - - Forfeited, cancelled, expired - - Outstanding as of March 31, 2016 443,875 $ 0.64 As of March 31, 2016 28,169,022 shares were available for future grants. Warrants The following table reflects warrant activity during the three months ended March 31, 2016: Warrants for Weighted Common Average Shares Exercise Price Outstanding and exercisable as of December 31, 2015 8,539,909 $ 4.00 Granted 3,196,202 0.58 Exercised cash - - Exercised - cash-less exercise - - Forfeited, cancelled, expired - - Outstanding as of March 31, 2016 11,736,111 $ 3.07 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 Income Taxes The Company had net operating loss carryforwards (NOLs) as of December 31, 2015 of approximately $42.1 million 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. |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2016 | |
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. Three Months Ended March 31, 2016 2015 Numerator for income (loss) per share: Net income (loss) attributable to common shareholders $ (5,497,339 ) $ (6,958,660 ) Numerator for diluted income (loss) per share $ (5,497,339 ) $ (6,958,660 ) Denominator for income (loss) per share: Weighted average common shares 26,808,484 13,906,033 Convertible note payable - - Options - - Warrants - - Denominator for diluted income (loss) per share 26,808,484 13,906,033 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: Three Months Ended March 31, 2016 2015 Convertible notes 11,254,810 - Options 443,875 1,477,977 Warrants 11,736,111 2,879,627 Total anti-dilutive weighted average shares 23,434,796 4,357,604 If all dilutive securities had been exercised at March 31, 2016 the total number of common shares outstanding would be as follows: Common shares 29,925,134 Convertible notes 11,254,810 Options 443,875 Warrants 11,736,111 Total potential shares 53,359,930 |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration | Note 9 Concentrations The following table reflects the concentration of revenue during the years ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Customer 1 25 % 0 % Customer 2 23 % 3 % Customer 3 13 % 2 % Customer 4 0 % 19 % Customer 5 0 % 13 % Customers in excess of 10% or more as included in the table above represent $93,847 and $309,073 of gross accounts receivable as of March 31, 2016 and 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
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. 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events Loan transactions On April 18, 2016, the Company entered into a convertible promissory note with an outside investor for a principal amount of $169,500 in exchange for $150,000 with a maturity date of April 18, 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 12% per annum. On April 14, 2016, the Company issued 1,450,000 shares of common stock for services valued at $362,355. On May 10, 2016, the Company issued 1,587,254 shares of common stock for services valued at $166,662. |
Basis of Presentation and Sum19
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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. 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 March 31, 2016, the Company had an accumulated deficit of $$63,790,633 . 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 March 31, 2016 and December 31, 2015 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. |
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 March 31, 2016 and December 31, 2015, we did not have any level 3 assets or liabilities. As of March 31, 2016 and 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 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following table summarizes the intangible assets as of March 31, 2016 and December 31, 2015. March 31, 2016 December 31, 2015 Websites $ 11,297 $ 11,297 Customer lists 306,505 306,505 Developed technology 3,995,098 3,995,098 Trade names 71,235 71,235 4,384,135 4,384,135 Less: accumulated amortization $ (4,125,765 ) $ (4,088,730 ) Intangible assets, net 258,370 295,405 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | The following tables describes the Companys convertible notes payable as of March 31, 2016 and December 31, 2015. March 31, 2016 December 31, 2015 Principal Accrued Interest Principal Accrued Interest Convertible notes September 2015 convertible notes $ 1,221,815 $ - $ 1,470,588 $ - Convetible note #1 - - 245,000 - Convertible note #2 60,961 8,800 110,000 8,800 Convertible note #3 245,000 3,061 - - Convertible note #4 60,500 716 - - Convertible note #5 335,000 - - - Convertible note #6 40,000 175 - - Debt Discount (1,307,822 ) - (1,150,417 ) Subtotal convertible notes net 655,454 12,752 675,172 8,800 Related party promissory note Related party promissory note #1 - - 46,795 - Total 655,454 12,752 721,967 8,800 Current portion 655,454 12,752 721,967 8,800 Long-term portion $ - $ - $ - $ - |
Derivative Financial Instrume22
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | The following table describes the Derivative liability as of March 31, 2016 and December 31, 2015. Revaluation at (Gain)/Loss for Three Months Ended Revaluation at Initial derivative valuation December 31, 2015 March 31, 2016 March 31, 2016 Convertible notes September 2015 convertible notes $ 1,487,822 $ 519,575 $ 203,739 $ 723,314 Convetible note #1 - - - - Convertible note #2 121,986 153,813 20,070 79,995 Convertible note #3 1,504,118 - (635,012 ) 869,106 Convertible note #4 234,412 - (121,611 ) 112,801 Convertible note #5 - - - - Convertible note #6 42,100 - 27,861 69,961 Warrants attached to convertible notes September 2015 warrants 1,631,357 747,965 296,520 1,044,485 Convertible note #2 warrants 87,851 59,925 (70,225 ) 83,588 Convertible note #3 warrants 1,213,554 - (490,153 ) 723,401 Convertible note #5 warrants 251,119 - (65,455 ) 185,664 Total 6,574,319 1,481,278 (834,266 ) 3,892,315 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | The following table reflects the option activity during the three months ended March 31, 2016: Common Average Shares Exercise Price Outstanding as of December 31, 2015 393,875 $ 0.65 Granted 50,000 0.59 Exercised - - Forfeited, cancelled, expired - - Outstanding as of March 31, 2016 443,875 $ 0.64 |
Schedule of Warrant Activity | The following table reflects warrant activity during the three months ended March 31, 2016: Warrants for Weighted Common Average Shares Exercise Price Outstanding and exercisable as of December 31, 2015 8,539,909 $ 4.00 Granted 3,196,202 0.58 Exercised cash - - Exercised - cash-less exercise - - Forfeited, cancelled, expired - - Outstanding as of March 31, 2016 11,736,111 $ 3.07 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Numerator for income (loss) per share: Net income (loss) attributable to common shareholders $ (5,497,339 ) $ (6,958,660 ) Numerator for diluted income (loss) per share $ (5,497,339 ) $ (6,958,660 ) Denominator for income (loss) per share: Weighted average common shares 26,808,484 13,906,033 Convertible note payable - - Options - - Warrants - - Denominator for diluted income (loss) per share 26,808,484 13,906,033 |
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: Three Months Ended March 31, 2016 2015 Convertible notes 11,254,810 - Options 443,875 1,477,977 Warrants 11,736,111 2,879,627 Total anti-dilutive weighted average shares 23,434,796 4,357,604 |
Schedule of Potential Common Stock Outstanding Upon Exercise of Dilutive Securities | If all dilutive securities had been exercised at March 31, 2016 the total number of common shares outstanding would be as follows: Common shares 29,925,134 Convertible notes 11,254,810 Options 443,875 Warrants 11,736,111 Total potential shares 53,359,930 |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Revenue | The following table reflects the concentration of revenue during the years ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Customer 1 25 % 0 % Customer 2 23 % 3 % Customer 3 13 % 2 % Customer 4 0 % 19 % Customer 5 0 % 13 % |
Basis of Presentation and Sum26
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 14, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
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 | 29,925,134 | 22,923,526 | 14,049,731 | |
Accumulated deficit | $ 63,798,005 | $ 58,300,666 | ||
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 ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 37,035 | $ 650,218 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 4,384,135 | $ 4,384,135 |
Less: accumulated amortization | (4,125,765) | (4,088,730) |
Identifiable intangibles, net | 258,370 | 295,405 |
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 | 3,995,098 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 71,235 | $ 71,235 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Mar. 15, 2016 | Mar. 03, 2016 | Feb. 24, 2016 | Feb. 22, 2016 | Nov. 13, 2015 | Oct. 26, 2015 | Oct. 07, 2015 | Nov. 30, 2015 | Sep. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 04, 2016 | Dec. 31, 2015 |
Convertible note payable conversion, amount | $ 40,000 | $ 335,000 | $ 60,500 | $ 245,000 | $ 100,000 | $ 200,000 | $ 55,500 | ||||||
Convertible note payable, conversion price per share | $ .48 | $ .30 | |||||||||||
Convertible promissory note | $ 34,000 | $ 55,000 | $ 220,400 | $ 110,000 | $ 245,000 | $ 253,000 | |||||||
Percentage of interest rate | 12.00% | 22.00% | 22.00% | 22.00% | |||||||||
Gross proceeds from sale of discount convertible debenture offering | $ 1,250,000 | ||||||||||||
Aggregate principal amount | $ 1,470,588 | ||||||||||||
Maturity date | Mar. 15, 2017 | Sep. 3, 2016 | Feb. 23, 2018 | Nov. 19, 2016 | Sep. 4, 2016 | ||||||||
Warrants to purchase of common stock, shares | 2,543,605 | ||||||||||||
Exercisable per share | $ 0.60 | ||||||||||||
Placement agent received in cash | $ 100,000 | ||||||||||||
Percentage of debentures issued premium to purchase price | 58.00% | 117.65% | |||||||||||
Debentures maturity date | May 31, 2016 | Apr. 25, 2016 | Sep. 3, 2016 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.001 | $ 0.001 | ||||||||||
Volatility | 248.00% | 24590.00% | 246.15% | 203.60% | 168.71% | ||||||||
Risk free rate | 0.98% | 75.00% | 0.51% | 0.31% | 36.00% | ||||||||
Company made payments before due date | $ 486,969 | ||||||||||||
Percentage of conversion price | 60.00% | 60.00% | 60.00% | 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 | 1.47% | ||||||||||||
Warrants [Member] | Holders [Member] | |||||||||||||
Warrants to purchase of common stock, shares | 294,118 | 3,676,470 | 652,597 | ||||||||||
Exercisable per share | $ 0.50 | $ 0.50 | $ .50 | ||||||||||
Warrant period | 5 years | 5 years | |||||||||||
Warrant term | Mar. 3, 2016 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Volatility | 248.00% | 246.20% | 280.40% | ||||||||||
Risk free rate | 0.98% | 92.00% | 1.67% | ||||||||||
John Strong [Member] | |||||||||||||
Percentage of interest rate | 6.00% | ||||||||||||
Maturity date | Jan. 7, 2016 | ||||||||||||
Warrant term | Mar. 28, 2016 | ||||||||||||
Short term note payable | $ 75,000 | ||||||||||||
Company made payments before due date | $ 28,205 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 15, 2016 | Mar. 04, 2016 | Feb. 24, 2016 | Feb. 22, 2016 | Nov. 13, 2015 | Oct. 26, 2015 | |
Convertible notes principal | $ 34,000 | $ 253,000 | $ 55,000 | $ 220,400 | $ 110,000 | $ 245,000 | ||
Convertible notes accrued interest | $ 12,752 | $ 8,800 | ||||||
Debt Discount | (1,307,822) | (1,150,417) | ||||||
Total | 655,454 | 721,967 | ||||||
Current portion | $ 655,454 | $ 675,172 | ||||||
Long-term portion | ||||||||
September 2015 Convertible Notes [Member] | ||||||||
Convertible notes principal | $ 1,221,815 | $ 1,470,588 | ||||||
Convertible notes accrued interest | ||||||||
Convertible Note 1 [Member] | ||||||||
Convertible notes principal | $ 245,000 | |||||||
Convertible notes accrued interest | ||||||||
Convertible Note 2 [Member] | ||||||||
Convertible notes principal | $ 60,961 | $ 110,000 | ||||||
Convertible notes accrued interest | 8,800 | $ 8,800 | ||||||
Convertible Note 3 [Member] | ||||||||
Convertible notes principal | 245,000 | |||||||
Convertible notes accrued interest | 3,061 | |||||||
Convertible Note 4 [Member] | ||||||||
Convertible notes principal | 60,500 | |||||||
Convertible notes accrued interest | 716 | |||||||
Convertible Note 5 [Member] | ||||||||
Convertible notes principal | $ 335,000 | |||||||
Convertible notes accrued interest | ||||||||
Convertible Note 6 [Member] | ||||||||
Convertible notes principal | $ 40,000 | |||||||
Convertible notes accrued interest | $ 175 | |||||||
Related Party Promissory Note [Member] | ||||||||
Convertible notes principal | $ 46,795 | |||||||
Convertible notes accrued interest | ||||||||
Convertible Note [Member] | ||||||||
Convertible notes principal | $ 655,454 | $ 675,172 | ||||||
Convertible notes accrued interest | 12,752 | 8,800 | ||||||
Convertible Current Portion [Member] | ||||||||
Convertible notes accrued interest | $ 12,752 | $ 8,800 |
Derivative Financial Instrume31
Derivative Financial Instruments - Schedule of Derivative Liability (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivative liability, Initial derivative valuation | $ 6,574,319 | |
Derivative liability, Revaluation | 3,892,315 | $ 1,481,278 |
Derivative liability, (Gain)/Loss | (834,266) | |
September 2015 Convertible Notes [Member] | ||
Derivative liability, Initial derivative valuation | 1,487,822 | |
Derivative liability, Revaluation | 723,314 | 519,575 |
Derivative liability, (Gain)/Loss | 203,739 | |
September 2015 Convertible Notes [Member] | Warrants [Member] | ||
Derivative liability, Initial derivative valuation | 1,631,357 | |
Derivative liability, Revaluation | 1,044,485 | $ 747,965 |
Derivative liability, (Gain)/Loss | $ 747,965 | |
Convertible Note 1 [Member] | ||
Derivative liability, Initial derivative valuation | ||
Derivative liability, Revaluation | ||
Derivative liability, (Gain)/Loss | ||
Convertible Note 2 [Member] | ||
Derivative liability, Initial derivative valuation | $ 121,986 | |
Derivative liability, Revaluation | 79,995 | $ 153,813 |
Derivative liability, (Gain)/Loss | 20,070 | |
Convertible Note 2 [Member] | Warrants [Member] | ||
Derivative liability, Initial derivative valuation | 87,851 | |
Derivative liability, Revaluation | 83,588 | $ 59,925 |
Derivative liability, (Gain)/Loss | 59,925 | |
Convertible Note 3 [Member] | ||
Derivative liability, Initial derivative valuation | 1,504,118 | |
Derivative liability, Revaluation | 869,106 | |
Derivative liability, (Gain)/Loss | (635,012) | |
Convertible Note 3 [Member] | Warrants [Member] | ||
Derivative liability, Initial derivative valuation | 1,213,554 | |
Derivative liability, Revaluation | $ 723,401 | |
Derivative liability, (Gain)/Loss | ||
Convertible Note 4 [Member] | ||
Derivative liability, Initial derivative valuation | $ 234,412 | |
Derivative liability, Revaluation | 112,801 | |
Derivative liability, (Gain)/Loss | $ (121,611) | |
Convertible Note 5 [Member] | ||
Derivative liability, Initial derivative valuation | ||
Derivative liability, Revaluation | ||
Derivative liability, (Gain)/Loss | ||
Convertible Note 5 [Member] | Warrants [Member] | ||
Derivative liability, Initial derivative valuation | $ 251,119 | |
Derivative liability, Revaluation | $ 185,664 | |
Derivative liability, (Gain)/Loss | ||
Convertible Note 6 [Member] | ||
Derivative liability, Initial derivative valuation | $ 42,100 | |
Derivative liability, Revaluation | 69,961 | |
Derivative liability, (Gain)/Loss | $ 27,861 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Feb. 22, 2016 | Dec. 31, 2015 | Apr. 14, 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 | $ 0.0001 | $ 0.001 | ||
Number of common stock issued for services | $ 2,386,333 | ||||
Number of shares outstanding | 29,925,134 | 14,049,731 | 22,923,526 | ||
Various Employees And Consultants [Member] | |||||
Number of common stock shares issued for services | 45,356,080 | ||||
Number of common stock issued for services | $ 2,386,334 | ||||
Number of common stock shares issued for settlement of accounts payable | 2,466,000 | ||||
Number of common stock issued for settlement of accounts payable | $ 1,213,500 | ||||
Various Consultants [Member] | |||||
Number of common stock shares issued for services | 179,960 | ||||
Number of common stock issued for services | $ 577,633 |
Warrants and Options (Details N
Warrants and Options (Details Narrative) - shares | Nov. 02, 2010 | Dec. 31, 2013 | Mar. 31, 2016 | Dec. 31, 2013 | Apr. 14, 2014 | Sep. 30, 2013 | Feb. 05, 2013 |
Number of stock option shares for grant | 50,000 | ||||||
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) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Shares, Outstanding | shares | 11,736,111 |
Common Shares, Granted | shares | 50,000 |
Common Shares, Exercised | shares | |
Common Shares, Forfeited, cancelled, expired | shares | |
Common Shares, Outstanding | shares | 443,875 |
Average Exercise Price, Outstanding | $ / shares | $ 0.65 |
Average Exercise Price, Granted | $ / shares | $ 0.59 |
Average Exercise Price, Exercised | $ / shares | |
Average Exercise Price, Forfeited, cancelled, expired | $ / shares | |
Average Exercise Price, Outstanding | $ / shares | $ 0.64 |
Warrants and Options - Schedu35
Warrants and Options - Schedule of Warrant Activity (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Warrants for Common Shares, Outstanding and exercisable | shares | 8,539,909 |
Warrants for Common Shares, Granted | shares | 3,196,202 |
Warrants for Common Shares, Exercised-cash | shares | |
Warrants for Common Shares, Exercised - cash-less exercise | shares | |
Warrants for Common Shares, Forfeited, cancelled, expired | shares | |
Warrants for Common Shares, Outstanding and exercisable | shares | 11,736,111 |
Weighted Average Exercise Price, Outstanding and exercisable | $ / shares | $ 4 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.58 |
Weighted Average Exercise Price, Exercised - cash | $ / shares | |
Weighted Average Exercise Price, Exercised - cash-less exercise | $ / shares | |
Weighted Average Exercise Price, Forfeited, cancelled, expired | $ / shares | |
Weighted Average Exercise Price, Outstanding and exercisable | $ / shares | $ 3.07 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Percentage of ownership change | 50.00% |
Income (Loss) Per Share - Sched
Income (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Numerator for income (loss) per share, Net income (loss) attributable to common shareholders | $ (5,497,339) | $ (6,958,660) |
Numerator for income (loss) per share, Numerator for diluted income (loss) per share | $ (5,497,339) | $ (6,958,660) |
Denominator for income (loss) per share, Weighted average common shares | 26,808,484 | 13,906,033 |
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 | 26,808,484 | 13,906,033 |
Income (Loss) Per Share - Sch38
Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 23,434,796 | 4,357,604 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 11,736,111 | |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 11,254,810 | |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 443,875 | 1,477,977 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 2,879,627 |
Income (Loss) Per Share - Sch39
Income (Loss) Per Share - Schedule of Potential Common Stock Outstanding Upon Exercise of Dilutive Securities (Details) | Mar. 31, 2016shares |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 53,359,930 |
Convertible Notes Payable [Member] | |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 11,254,810 |
Options [Member] | |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 443,875 |
Warrants [Member] | |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 11,736,111 |
Common Stock [Member] | |
Potential Common Stock Outstanding Upon Exercise Of Dilutive Securities [Line Items] | |
Total potential shares | 29,925,134 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Risks and Uncertainties [Abstract] | ||
Customer in excess percentage | 10.00% | |
Accounts receivable | $ 93,847 | $ 309,073 |
Concentrations - Schedules of C
Concentrations - Schedules of Concentration of Revenue (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 10.00% | |
Customer 1 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 25.00% | 0.00% |
Customer 2 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 23.00% | 3.00% |
Customer 3 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 13.00% | 2.00% |
Customer 4 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 0.00% | 19.00% |
Customer 5 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of revenue, Percentage | 0.00% | 13.00% |
Commitments and Contingencies (
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 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Legal fee and costs | $ 64,373 | $ 353,419 | |||||||||||||||
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 of shares sought to redeem shares of restricted common stock | 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 claims | 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 | ||||||||||||||||
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 | ||||||||||||||||
Office Lease Agreements [Member] | |||||||||||||||||
Lease expiration date description | September 2,018 | ||||||||||||||||
Monthly rent | $ 5,350 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May. 10, 2016 | Apr. 18, 2016 | Apr. 14, 2016 | Mar. 15, 2016 | Mar. 03, 2016 | Feb. 24, 2016 | Feb. 22, 2016 | Nov. 13, 2015 | Oct. 26, 2015 | Sep. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 04, 2016 |
Convertible promissory note | $ 34,000 | $ 55,000 | $ 220,400 | $ 110,000 | $ 245,000 | $ 253,000 | |||||||
Convertible exchange value | $ 40,000 | $ 335,000 | $ 60,500 | $ 245,000 | $ 100,000 | $ 200,000 | $ 55,500 | ||||||
Maturity date | Mar. 15, 2017 | Sep. 3, 2016 | Feb. 23, 2018 | Nov. 19, 2016 | Sep. 4, 2016 | ||||||||
Percentage of conversion price | 60.00% | 60.00% | 60.00% | 60.00% | 60.00% | ||||||||
Percentage of interest rate | 12.00% | 22.00% | 22.00% | 22.00% | |||||||||
Number of common stock issued for services | $ 2,386,333 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Convertible promissory note | $ 169,500 | ||||||||||||
Convertible exchange value | $ 150,000 | ||||||||||||
Maturity date | Apr. 18, 2017 | ||||||||||||
Percentage of conversion price | 60.00% | ||||||||||||
Percentage of interest rate | 12.00% | ||||||||||||
Number of common stock shares issued for services | 1,587,254 | 1,450,000 | |||||||||||
Number of common stock issued for services | $ 166,662 | $ 362,355 |