Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 20-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'DIRECTVIEW HOLDINGS INC | ' |
Entity Central Index Key | '0001441769 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 337,247,548 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash | $81,537 | $23,469 |
Accounts Receivable - net of allowance of $137,215 and $137,215 as of March 31, 2014 and December 31, 2013 | 107,359 | 40,066 |
Other Current Assets | 2,850 | 383 |
Total Current Assets | 191,746 | 63,918 |
PROPERTY AND EQUIPMENT - Net | ' | ' |
OTHER ASSETS | 1,334 | 3,154 |
Total Assets | 193,080 | 67,072 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' |
Convertible Promissory Notes, Net of Debt Discounts | 279,059 | 115,748 |
Short Term Advances | 146,015 | 146,015 |
Notes Payable | 126,692 | 126,692 |
Accounts Payable | 172,581 | 163,021 |
Accrued Expenses | 1,352,588 | 1,285,994 |
Due to Related Parties | 674,288 | 693,813 |
Derivative Liability | 34,558,063 | 1,503,531 |
Total Current Liabilities | 37,309,286 | 4,034,814 |
Total Liabilities | 37,309,286 | 4,034,814 |
STOCKHOLDERS' DEFICIT: | ' | ' |
Preferred Stock ($0.0001 Par Value; 5,000,000 Shares Authorized; None Issued and Outstanding) | ' | ' |
Common Stock ($0.0001 Par Value; 500,000,000 Shares Authorized; 323,487,404 and 228,479,134 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively) | 32,349 | 22,848 |
Additional Paid-in Capital | 14,859,866 | 13,451,565 |
Accumulated Deficit | -52,007,541 | -17,421,808 |
Total DirectView Holdings, Inc. Stockholders' Deficit | -37,115,326 | -3,947,395 |
Non-Controlling Interest in Subsidiary | -880 | -20,347 |
Total Stockholders' Deficit | -37,116,206 | -3,967,742 |
Total Liabilities and Stockholders' Deficit | $193,080 | $67,072 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $137,215 | $137,215 |
Stockholders equity: | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, issued shares | 323,487,404 | 228,479,134 |
Common stock, outstanding shares | 323,487,404 | 228,479,134 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
NET SALES | ' | ' |
Sales of Product | $99,177 | $59,940 |
Service | 43,769 | 27,624 |
Total Net Sales | 142,946 | 87,564 |
COST OF SALES | ' | ' |
Cost of Product | 17,758 | 35,944 |
Cost of Service | 34,912 | 16,857 |
Total Cost of Sales | 52,670 | 52,801 |
GROSS PROFIT | 90,276 | 34,763 |
OPERATING EXPENSES: | ' | ' |
Marketing & Public Relations | 51,812 | ' |
Depreciation | ' | 75 |
Compensation and Related Taxes (Includes Stock-based Compensation of $387,500 and $0) | 475,600 | 89,711 |
Other Selling, General and Administrative | 85,684 | 47,370 |
Total Operating Expenses | 613,096 | 137,156 |
LOSS FROM OPERATIONS | -522,820 | -102,393 |
OTHER INCOME (EXPENSES): | ' | ' |
Other Income | 45,026 | ' |
Change in Fair Falue of Derivative Liabilities | -34,019,684 | -657 |
Derivative Expense | -26,848 | ' |
Amortization of Debt Discount | -26,613 | ' |
Interest Expense | -15,326 | -27,910 |
Total Other (Expense) Income | -34,043,445 | -28,567 |
NET LOSS | -34,566,265 | -130,960 |
Less: Net Loss Attributable to Non-Controlling Interest | -19,468 | -8,537 |
Net Loss Attributable to DirectView Holdings, Inc. | ($34,585,733) | ($139,497) |
NET LOSS PER COMMON SHARE: | ' | ' |
Basic and Diluted | ($0.14) | ' |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted | 247,846,246 | 164,759,134 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($34,566,265) | ($130,960) |
Adjustments to Reconcile Net Loss to Net Cash Flows Used in Operating Activities: | ' | ' |
Depreciation | ' | 75 |
Common stock issued for compensation | 387,500 | ' |
Change in fair value of derivative liability | 34,019,684 | 657 |
Derivative liability expense | 26,848 | ' |
Amortization of debt discount | 26,613 | 15,150 |
(Increase) Decrease in: | ' | ' |
Accounts receivable | -67,293 | -27,210 |
Other current assets | -2,467 | 4,289 |
Other assets | 1,820 | ' |
Increase (Decrease) in: | ' | ' |
Accounts payable | 9,561 | 4,223 |
Accrued expenses | 66,592 | 102,551 |
Net Cash Flows Used in Operating Activities | -97,407 | -31,225 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Net proceeds from note payable | 175,000 | 35,879 |
Proceeds from (payments to) related parties | -19,525 | 425 |
Net Cash Flows Provided by Financing Activities | 155,475 | 36,304 |
Net Increase (Decrease) in Cash | 58,068 | 5,079 |
Cash - Beginning of Period | 23,469 | 2,951 |
Cash - End of Period | 81,537 | 8,030 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' |
Interest | ' | ' |
Income Taxes | ' | ' |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Derivative liability reclassified to equity | 1,017,000 | ' |
Issuance of common stock in connection with conversion of promissory note | 13,301 | 5,100 |
Beneficial conversion and derivative liabilities on convertible notes payable | $25,000 | $46,983 |
1_BASIS_OF_PRESENTATION_AND_SI
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUTNING POLICIES | 3 Months Ended | ||
Mar. 31, 2014 | |||
Notes to Financial Statements | ' | ||
Basis of Presentation and Significant Accounting Policies | ' | ||
Organization | |||
DirectView Holdings, Inc., (the “Company”), was incorporated in the State of Delaware on October 2, 2006. On July 6, 2012 the Company changed its domicile from Delaware and incorporated in the state of Nevada. | |||
The Company has the following four subsidiaries: DirectView Video Technologies Inc., DirectView Security Systems Inc., Ralston Communication Services Inc., and Meeting Technologies Inc. | |||
The Company is a full-service provider of teleconferencing services to businesses and organizations. The Company's conferencing services enable its clients to cost-effectively conduct remote meetings by linking participants in geographically dispersed locations. The Company's primary focus is to provide high value-added conferencing services to organizations such as professional service firms, investment banks, high tech companies, law firms, investor relations firms, and other domestic and multinational companies. The Company is also a provider of the latest technologies in surveillance systems, digital video recording and services. The systems provide onsite and remote video and audio surveillance. | |||
Basis of Presentation | |||
The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The consolidated financial statements include the accounts of the Company, three wholly-owned subsidiaries, and a subsidiary with which we have a majority voting interest of approximately 58% (the other 42% is owned by non-controlling interests, including 23% which is owned by the Company’s CEO who is a majority shareholder of the Parent Company) as of March 31, 2014. | |||
In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes as of and for the year ended December 31, 2013. | |||
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. | |||
In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of March 31, 2014, and the results of operations and cash flows for the three months ending March 31, 2014 have been included. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year. | |||
Use of Estimates | |||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the allowance for doubtful accounts, deferred tax asset valuation allowance, valuation of stock-based compensation, the useful life of property and equipment and the assumptions used to calculate derivative liabilities. | |||
Non-controlling Interests in Consolidated Financial Statements | |||
In December 2007, the FASB issued ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51,” (“SFAS No. 160”). This statement clarifies that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. This statement is effective for fiscal years beginning after December 15, 2008, with presentation and disclosure requirements applied retrospectively to comparative financial statements. In accordance with ASC 810-10-45-21, the losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. As of March 31, 2014, the Company recorded a non-controlling interest of ($880) in connection with our majority-owned subsidiary, DirectView Security Systems Inc. as reflected in the accompanying consolidated balance sheets. | |||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. For the three months ended March 31, 2014 and the year ended December 31, 2013, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||
Fair Value of Financial Instruments | |||
Effective January 1, 2008, the Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets | ||
or liabilities | |||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of | ||
the reporting entity’s own assumptions. | |||
Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of March 31, 2014 and December 31, 2013. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. | |||
In addition, FASB ASC 825-10-25 Fair Value Option was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. | |||
The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses, notes payable and due to related parties approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes and convertible promissory notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company's debt and the interest payable on the notes approximates the Company's incremental borrowing rate. | |||
Accounts Receivable | |||
The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company uses specific identification of accounts to reserve possible uncollectible receivables. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. At March 31, 2014 and December 31, 2013, management determined that an allowance is necessary which amounted to $137,215 and $137,215, respectively. During the three months ended March 31, 2014 and 2013, the Company did not have any expense related to uncollectible accounts receivable. | |||
Advertising | |||
Advertising is expensed as incurred. Advertising expenses for the three months ended March 31, 2014 and 2013 was $51,812 and $0, respectively. | |||
Shipping costs | |||
Shipping costs are included in other selling, general and administrative expenses and was deemed to be not material for the three months ended March 31, 2014 and 2013, respectively. | |||
Inventories | |||
Inventories, consisting of finished goods related to our products are stated at the lower of cost or market utilizing the first-in, first-out method. There was no inventory at March 31, 2014 and December 31, 2013. | |||
Property and equipment | |||
Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. | |||
Impairment of Long-Lived Assets | |||
Long-Lived Assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the three months ended March 31, 2014 and 2013. | |||
Income Taxes | |||
Income taxes are accounted for under the asset and liability method as prescribed by ASC Topic 740: Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. 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. Deferred tax assets are reduced by a valuation allowance, when in the Company's opinion it is likely that some portion or the entire deferred tax asset will not be realized. | |||
Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Company’s consolidated financial statements. | |||
Stock Based Compensation | |||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated condensed financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. The Company recorded stock based compensation expense of $387,500 and $0 during the three months ended March 31, 2014 and 2013, respectively. | |||
Revenue recognition | |||
The Company follows the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials. The Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectibility is reasonably assured. When a customer order contains multiple items such as hardware, software, and services which are delivered at varying times, the Company determines whether the delivered items can be considered separate units of accounting. Delivered items should be considered separate units of accounting if delivered items have value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of undelivered items, and if delivery of undelivered items is probable and substantially in the Company’s control. | |||
The following policies reflect specific criteria for the various revenues streams of the Company: | |||
Revenue is recognized upon completion of conferencing services. The Company generally does not charge up-front fees and bills its customers based on usage. | |||
Revenue for video equipment sales and security surveillance equipment sales is recognized upon delivery and installation. | |||
Revenue from periodic maintenance agreements is generally recognized ratably over the respective maintenance periods provided no significant obligations remain and collectibility of the related receivable is probable. | |||
Cost of sales includes cost of products and cost of service. Product cost includes the cost of products and freight costs. Cost of services includes labor and fuel expenses. | |||
Concentrations of Credit Risk and Major Customers | |||
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company places its cash with high credit quality financial institutions. Almost all of the Company's sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. | |||
During the three months ended March 31, 2014, three customers accounted for 83% of revenues. The following is a list of percentage of revenue generated by the three customers: | |||
Customer 1 58% | |||
Customer 2 14% | |||
Customer 3 11% | |||
During the three months ended March 31, 2013, two customers accounted for 98% of revenues. The following is a list of percentage of revenue generated by the two customers: | |||
Customer 1 87% | |||
Customer 2 11% | |||
As of March 31, 2014, three customers accounted for 89% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: | |||
Customer 1 61% | |||
Customer 2 15% | |||
Customer 3 13% | |||
As of December 31, 2013, three customers accounted for 69% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: | |||
Customer 1 12% | |||
Customer 2 12% | |||
Customer 3 45% | |||
Related Parties | |||
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party. | |||
Net Loss per Common Share | |||
Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (“ASC 260”). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net earnings per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. At March 31, 2014 the Company had 1,781,703,333 shares equivalent issuable pursuant to embedded conversion features. At March 31, 2013, the Company had 47,275,262 shares equivalent issuable pursuant to embedded conversion features. | |||
Recent Accounting Pronouncements | |||
In July 2012, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Update (ASU) No. 2012-02, Intangibles-Goodwill and Other (Topic 350)-Testing Indefinite-Lived Intangible Assets for Impairment. ASU 2012-02 permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30. If an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then no further action is required. If an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of | |||
this ASU is not expected to have a material impact on the Company's financial statements. | |||
In December 2011, the FASB issued FASB ASU No. 2011-11, Balance Sheet (Topic 210)-Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Entities are required to disclose both gross and net information about these instruments. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on the Company's financial statements. | |||
In February 2013, the FASB issued ASU 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This ASU expands the presentation of changes in accumulated other comprehensive income. The new guidance requires an entity to disaggregate the total change of each component of other comprehensive income either on the face of the net income statement or as a separate disclosure in the notes. ASU 2013-02 is effective for fiscal years beginning after December 15, 2012. The Company does not believe that the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations or cash flows. | |||
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. | |||
2_GOING_CONCERN_CONSIDERATIONS
2. GOING CONCERN CONSIDERATIONS | 3 Months Ended |
Mar. 31, 2014 | |
Text Block [Abstract] | ' |
2. GOING CONCERN CONSIDERATIONS | ' |
The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At March 31, 2014, the Company had an accumulated deficit of approximately $52 million, a stockholders’ deficit of approximately $37.1 million and a working capital deficiency of $37,117,540. Additionally, for the three months ended March 31, 2014, the Company incurred net losses of $34,566,265 and had negative cash flows from operations in the amount of $97,407. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon increasing sales and obtaining additional capital and financing. During the three months ended March 31, 2014, the Company received net proceeds from issuance of notes of $175,000 for working capital purposes. Management intends to attempt to raise additional funds by way of a public or private offering. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The Company's limited financial resources have prevented the Company from aggressively advertising its products and services to achieve consumer recognition. The consolidated financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
3_PROPERTY_AND_EQUIPMENT
3. PROPERTY AND EQUIPMENT | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
3. PROPERTY AND EQUIPMENT | ' | |||||||||
Property and equipment consisted of the following: | ||||||||||
Estimated life | March 31, | December 31, | ||||||||
2014 | 2013 | |||||||||
Furniture and fixtures | 3 years | $ | 2,771 | $ | 2,771 | |||||
Less: Accumulated depreciation | (2,771 | ) | (2,771 | ) | ||||||
$ | 0 | $ | 0 | |||||||
For the three months ended March 31, 2014 and 2013, depreciation expense amounted to $0 and $75, respectively. |
4_NOTES_PAYABLE
4. NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
4. NOTES PAYABLE | ' |
In November 2009, the Company issued unsecured notes payable of $20,000. The note is payable either in cash or security equivalent at the option of the Company. In the event the Company repays this note in shares of the Company’s common stock the rate is $0.05 per share. The note payable bears 6% interest per annum and matured in May 2010. In January 2010, this note was satisfied by issuing a note payable to another unrelated party with the same terms and conditions except for its maturity date changed to January 2011. The note is in default as of March 31, 2014 and as of December 31,2013. The Company is currently in negotiations with the note holder to extend the maturity date and has accrued 12% interest per annum based on the default provision until such time this note is extended or settled. In October 2013 $10,100 was assigned to three different note holders. The new notes totaling $10,100 are included in Convertible Notes Payable. The remaining balance of this note is $9,900 as of March 31, 2014 and as of December 31, 2013. | |
During the year ended December 31, 2012, the Company entered into demand notes with Regal Capital (formerly a related party) totaling $116,792 bearing interest at 12% per annum. As of March 31, 2014 and December 31, 2013 the notes amounted to $116,792 and $116,792 respectively. | |
As of March 31, 2014 and December 31, 2013, all of the notes payable - amounted to $126,692. | |
Accrued interest on the notes payable amounted to approximately $32,145 and $28,500 as of March 31, 2014 and December 31, 2013, respectively and is included in accrued expenses. |
5_SHORT_TERM_ADVANCES
5. SHORT TERM ADVANCES | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
5. SHORT TERM ADVANCES | ' |
During the three months ended March 31, 2014 and the year ended December 31, 2013, an unrelated party advanced funds to the Company used for operating expenses. The advances are payable in cash and are non interest bearing and due on demand. The balance of these short term advances was $146,015 and $146,015 as of March 31, 2014 and December 31, 2013. |
6_CONVERTIBLE_PROMISSORY_NOTES
6. CONVERTIBLE PROMISSORY NOTES | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
6. CONVERTIBLE PROMISSORY NOTES | ' | ||||||||
Convertible promissory note consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Secured convertible promissory note | $ | 336,837 | $ | 175,138 | |||||
Less: debt discount | (57,778 | ) | (59,390 | ) | |||||
Secured convertible promissory note | $ | 279,059 | $ | 115,748 | |||||
– net | |||||||||
During fiscal 2009, the Company reclassified $45,000 3% unsecured notes payable from long-term to short-term. The maturity of these notes payable ranged from January 2010 to April 2010 and the notes are in default at December 31, 2012. The Company is currently in negotiations with the note holder to extend the maturity date and has accrued 12% interest per annum based on the default provision until such time this note is extended or settled. In May 2013 the Company and the note holder renegotiated the terms of the note to include features that allow the note holder to convert the principal balance of the note into common shares at the conversion price of $ .0001. This note included down round (“ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). At issuance of the renegotiated note the Company recorded a debt discount in the amount of $45,000 which has been fully amortized as of December 31, 2013. In June 2013 the note holder converted $764 into common shares at the contractual rate of $.0001per share. In March 2014 the note holder converted an additional $990 into common shares at the contractual rate of $.0001per share. The balance of the unsecured note payable amounted to $43,246 as of March 31, 2014 and $44,236 as of December 31, 2013. | |||||||||
On June 1, 2012 convertible promissory notes of $60,000 were assigned by the note holder to a third party and included the note balance and accrued interest amounting to $80,750. Upon the assignment and conversion of this note we recorded an additional beneficial conversion feature of $15,026 which was expensed immediately as interest relating to the new note for accrued interest. Subsequent to the assignment of the note, the note holders converted $47,000 of such notes into 10,047,470 shares of the Company’s common stock, at the contractual rate of $.005. | |||||||||
In July 2012 a note holder converted $9,250 in accrued interest related to a convertible promissory note into 2,569,444 shares of the Company’s common stock, at the contractual rate of $.004. | |||||||||
During the three months ended March 31, 2013, note holders’ converted $5,100 of convertible notes payables into 3,000,000 shares of the Company’s common stock at the contract rate of 58% of the fair market value on the date of conversion or $.0017 per share. In March 2014 the note holders’ converted $7,000 of convertible notes payables into 7,000,000 shares of the Company’s common stock at the contract rate of 58% of the fair market value on the date of conversion or $.001 per share. The note holders’ also converted $564 of convertible notes payables into 5,640,203 shares of the Company’s common stock at the contract rate of $.0001 per share. The balance of the convertible note payable amounted to $21,086 as of March 31, 2014 and $28,650 as of December 31, 2013. | |||||||||
Senior secured promissory notes aggregating an original principal of $85,500 were issued in 2008. These notes are payable either in cash or security equivalent at the option of the Company. The notes payable bear 8% interest per annum and are payable on April 1, 2011. The principal and accrued interest is convertible at the option of the note holder into shares of our common stock at a conversion price of $0.50 per share. In July 2013, the Company reclassified the balance of these notes totaling $17,000 to Convertible Promissory Notes from Notes Payable. In May 2013 the Company and the note holder renegotiated the terms of the note to include features that allow the note holder to convert the principal balance of the note into common shares at the conversion price of $.0001. This note included down round “Ratchet” provisions that resulted in derivative accounting treatment for this note (See note 7). At issuance of the renegotiated note the Company recorded a debt discount in the amount of $17,000 which has been fully amortized as of December 31, 2013. In July 2013 the note holder converted $764 into 7,640,000 common shares. In March 2014 the note holder converted an additional $990 into common shares at the contractual rate of $.0001per share. The balance of the unsecured note payable amounted to $15,246 as of March 31, 2014 and $16,236 as of December 31, 2013. | |||||||||
In May 2013 a note holder assigned it’s $20,000 note to two third party entities. In July 2013, the note holders’ converted $1,528 of convertible notes payables into 15,280,000 shares of the Company’s common stock at the contractual rate of $.0001 per share. In February 2014 the note holder converted an additional $764 into common shares at the contractual rate of $.0001per share. In March 2014 the note holder converted an additional $993 into common shares at the contractual rate of $.0001per share. As of March 31, 2014 and December 31, 2013 the balance of these notes are $16,715 and $18,472 respectively. | |||||||||
August 30, 2013 the Company issued an $8,000 6% convertible debenture with a one year maturity date. This convertible debenture converts at $.0001. The debt discount is being amortized over the term of the note. This note included down round (“Ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). The balance of the convertible debenture, net of debt discount, is $4,953 and $2,667 as of March 31, 2014 and December 31, 2013, respectively. | |||||||||
In September 2013, the Company issued a $7,500 6% convertible debenture with a one year maturity date. This convertible debenture converts at $.0001. The Company recorded a debt discount of $5,625 upon issuance of this note. The debt discount is being amortized over the term of the note. This note included down round (“Ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). The balance of the convertible debenture, net of debt discount, is $3,860 and $1,875 as of March 31, 2014 and December 31, 2013, respectively. In connection herewith, the Company recorded a derivative liability and an offsetting debt discount of $7,753 (see Note 7). | |||||||||
On October 10, 2013 the Company issued a $10,000 6% convertible debenture with a one year maturity date. This convertible debenture converts at $.00075. The Company recorded a debt discount of $8,333 upon issuance of this note. The debt discount is being amortized over the term of the note. This note included down round (“Ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). The balance of the convertible debenture, net of debt discount, is $5,000 and $1,667 as of March 31, 2014 and December 31, 2013, respectively. In connection herewith, the Company recorded a derivative liability and an offsetting debt discount of $8,333 (see Note 7). | |||||||||
On October 7, 2013 the Company issued a $10,000 6% convertible debenture with a one year maturity date. This convertible debenture converts at $.0001. The Company recorded a debt discount of $8,333 upon issuance of this note. The debt discount is being amortized over the term of the note. This note included down round (“Ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). In February 2014 the note holder converted $1,000 into common shares and in March 2014 the note holder converted an additional $1,000 into common shares. Both conversions were at the contractual rate of $.0001per share. As of March 31, 2014 and December 31, 2013 the balance of the convertible debenture, net of debt discount, is $986 and $903 respectively. In connection herewith, the Company recorded a derivative liability and an offsetting debt discount of $8,333 (see Note 7). | |||||||||
On October 14, 2013 the Company issued a convertible promissory note payable in the amount of $5,100. The note bears 6% interest per annum and has a one year term with a maturity date of October, 14 2014. This convertible promissory note payable converts at $ .0001. The Company recorded a debt discount of $4,336 upon issuance of this note. The debt discount is being amortized over the term of the note. This note included down round (“Ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). On November 13, 2013 $764 was converted into 7,640,000 shares of common stock at a contractual rate of $.0001. The balance of the convertible debenture, net of debt discount, is$1,300 and $0 as of March 31, 2014 and December 31, 2013, respectively (see Note 7). | |||||||||
On October 17, 2013 the Company issued a convertible promissory note payable in the amount of $2,500. The note bears 6% interest per annum and has a one year term with a maturity date of October, 17 2014. This convertible promissory note payable converts at $ .0001. The Company recorded a debt discount of $1,736 upon issuance of this note. The debt discount is being amortized over the term of the note. This note included down round (“Ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). On October 24, 2013 $764 was converted into 7,640,000 shares of common stock at a contractual rate of $.0001. The balance of the convertible debenture, net of debt discount, is $521 and $0 as of March 31, 2014 and December 31, 2013, respectively (see Note 7). | |||||||||
On October 18, 2013 the Company issued a convertible promissory note payable in the amount of $2,500 from a note holder. The note bears 6% interest per annum and has a one year term with a maturity date of October, 18 2014. This convertible promissory note payable converts at $ .0001. The Company recorded a debt discount of $1,736 upon issuance of this note. The debt discount is being amortized over the term of the note. This note included down round (“Ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). On November 14, 2013 $764 was converted into 7,640,000 shares of common stock at a contractual rate of $.0001. The balance of the convertible debenture, net of debt discount, is $521 and $0 as of March 31, 2014 and December 31, 2013, respectively (see Note 7). | |||||||||
On December 11, 2013 the Company issued a $25,000 6% convertible debenture with a one year maturity date. This convertible debenture converts at $.0008. The debt discount is being amortized over the term of the note. This note included down round (“Ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). In connection herewith, the Company recorded a derivative liability and an offsetting debt discount of $23,958 (see Note 7). The balance of this convertible debenture, net of debt discount, is $7,292 and $1,042 as of March 31, 2014 and December 31, 2013, respectively. | |||||||||
On January 16, 2014 the Company issued a $25,000 6% convertible debenture with a one year maturity date. This convertible debenture converts at 50% of the lowest trading price during the ten trading days prior to the conversion date. The Company recorded a debt discount of $25,000. The debt discount is being amortized over the term of the note. This note included down round (“Ratchet”) provisions that resulted in derivative accounting treatment for this note (See note 7). In connection herewith, the Company recorded a derivative liability and an offsetting debt discount of $51,848 (see Note 7). The balance of this convertible debenture, net of debt discount, is $8,333 as of March 31, 2014. | |||||||||
In March 2014 the Company issued three $50,000 8% convertible debentures with a one year maturity date. Each note is convertible at a contractual rate of $.0175 which exceeded the quoted stock price on the date of the issuance of the convertible debentures. The balance of these three notes was $150,000 as of March 31, 2014. | |||||||||
During the three months ended March 31, 2014 and 2013, amortization of debt discount amounted to $26,612 and $0, respectively. |
7_DERIVATIVE_LIABILITY
7. DERIVATIVE LIABILITY | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes to Financial Statements | ' | ||||
7. DERIVATIVE LIABILITY | ' | ||||
The Company enters into financing arrangements that contain embedded derivative features due to down round (“Ratchet”) provisions (See note 6). The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. The Company determines the fair value of derivative instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument. | |||||
We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. | |||||
The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from December 31, 2013 to March 31, 2014: | |||||
Conversion feature | |||||
derivative liability | |||||
Balance at December 31, 2013 | $ | 1,503,531 | |||
Recognition of derivative liability | 51,848 | ||||
Conversion of derivative liability to equity | -1,017,000 | ||||
Change in fair value included in earnings | 34,019,684 | ||||
Balance at March 31, 2014 | $ | 34,558,063 | |||
Total derivative liability at March 31, 2014 and December 31, 2013 amounted to $34,558,063 and $1,503,531, respectively. The increase of $33,054,532 is due to the quoted market price of the Company’s common stock increasing from $.0017 at December 31, 2013 to $.0195 at March 31, 2014 coupled with substantially reduced conversion prices due to the effect of “Ratchet” provisions incorporated in convertible notes payable. | |||||
The Company used the following assumptions for determining the fair value of the convertible instruments granted under the Black-Scholes option pricing model: | |||||
31-Mar-14 | |||||
Expected volatility | 192 % - 289% | ||||
Expected term | 3 – 12 months | ||||
Risk-free interest rate | 0.0 2% - 0.09% | ||||
Expected dividend yield | 0% |
8_STOCKHOLDERS_DEFICIT
8. STOCKHOLDERS DEFICIT | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
8. STOCKHOLDERSb DEFICIT | ' |
In March 2013, the Company issued 3,000,000 shares in connection with the conversion of a convertible promissory note issued in September 2012 for a total amount of $5,100. The contractual conversion price was based on a 58% discount to the quoted market price or $0.0017 per share. | |
Pursuant to the terms of a promissory note issued in October 2013 the Company issued 10,000,000 common shares in February 2014 and an additional 10,000,000 common shares in March 2014 both issuances were at contractual rate of $.0001 per share totaling $2,000. | |
Pursuant to the terms of convertible promissory notes issued in May 2013 the Company issued 7,640,000 common shares in February 2014 upon conversion at the contractual rate of $.0001 per share totaling $764. | |
Pursuant to the terms of convertible promissory notes issued in May 2013 the Company issued 9,928,067 common shares in March 2014 upon conversion at the contractual rate of $.0001 per share totaling $993. | |
Pursuant to the terms of a convertible promissory note issued in June 2012 the Company issued 7,000,000 common shares in March 2014 upon conversion at the contractual rate of $.001 per share totaling $7,000. | |
Pursuant to the terms of a convertible promissory note issued in June 2012 the Company issued 5,640,203 common shares in March 2014 upon conversion at the contractual rate of $.0001 per share totaling $564. | |
Pursuant to the terms of a convertible promissory note renegotiated in May 2013 the Company issued 9,900,000 common shares in March 2014 upon conversion at the contractual rate of $.0001 per share totaling $990. | |
Pursuant to the terms of a convertible promissory note renegotiated in May 2013 the Company issued 9,900,000 common shares in March 2014 upon conversion at the contractual rate of $.0001 per share totaling $990. | |
Pursuant to the board of directors meeting in March 2014 the Company issued 25,000,000 common shares to the CEO for services rendered. The shares were issued at the fair market value rate of $.0155 at the time of issuance, resulting in an expense of $387,500. | |
9_RELATED_PARTY_TRANSACTIONS
9. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
9. RELATED PARTY TRANSACTIONS | ' |
Due to Related Parties | |
During 2007 and 2006, the Company’s principal officer loaned $39,436 and $14,400, respectively to the Company for working capital purposes. This debt carries 3% interest per annum and matures in July 2010. In March 2012, the Company and the principal officer of the Company agreed to change the term of this promissory note into a demand note. The amount due to such related party at March 31, 2014 and December 31, 2013was $52,347 and $52,347, respectively. As of March, 31, 2014 and December 31, 2013, this note was reflected as due to related party. Accrued interest related to these notes amounted to $3,534 and $3,148 as of March 31, 2014 and December 31, 2013, respectively and is included in accrued expenses in the Company’s balance sheet. | |
In June 2009, the Company issued a promissory note amounting $22,000 to the Chief Executive Officer of the Company. This note is payable either in cash or security equivalent at the option of the note holder. The note payable bears 12% interest per annum and shall be payable in June 2010. During 2012, the Company repaid the Chief Executive Officer $11,157 related to this note leaving the balance of the note at $10,843 as of March 31, 2014 and December 31, 2013. | |
Accrued interest on the notes payable to the Chief Executive Officer of the Company amounted to $21,017 and $20,695 as of March 31, 2014 and December 31, 2013, respectively and is included in accrued expenses in the Company’s balance sheet. | |
The Chief Executive Officer of the Company, from time to time, provided advances to the Company for operating expenses. The Company repays the advances when funds are available. At March 31, 2014 and December 31, 2013 the Company had a payable to the Chief Executive Officer of the Company amounting to $173,540 and $193,065, respectively. These advances are short-term in nature and non-interest bearing. | |
The Chief Financial Officer of the Company, from time to time, provided advances to the Company for operating expenses. At March 31, 2014 and December 31, 2013, the Company had a payable to the Chief Financial Officer of the Company amounting to $8,119 and $8,119, respectively. These advances are short-term in nature and non-interest bearing. | |
During the quarter ended June 30, 2012, the Company issued notes payable to the CFO amounting to $429,439 related to the accrued salaries. As of March 31, 2014 and December 31, 2013 the balance on the notes payable related to the accrued salaries remained at $429,439. | |
10_ACCRUED_PAYROLL_TAXES
10. ACCRUED PAYROLL TAXES | 3 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
10. ACCRUED PAYROLL TAXES | ' |
As of March 31, 2014 and December 31, 2013 the Company recorded a liability related to unpaid payroll taxes which includes interest and penalties of $170,430 and $215,442, respectively. The liability was incurred in the years ended December 31, 2007 through December 31, 2010 as a result of the company not remitting payroll tax liabilities. Such amount also includes current payroll tax liabilities and has been included in accrued expenses in the accompanying consolidated financial statements. |
12_SUBSEQUENT_EVENTS
12. SUBSEQUENT EVENTS | 3 Months Ended | |
Mar. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
12. SUBSEQUENT EVENTS | ' | |
On April 8, 2014, the Company filed an information statement which requires a vote of it’s shareholders to approve the following: | ||
(1) | To ratify the reincorporation of the Company from the State of Delaware to the State of Nevada pursuant to a plan of conversion; | |
(2) | To amend the Articles of Incorporation of the Company to increase the authorized common stock to one billion (1,000,000,000)shares; | |
(3) | To approve an amendment to the Articles of Incorporation of the Company to effectuate a reverse split of the Company’s common stock, in an amount to be determined at a future date by the Board of Directors of the Company, but, no later than December 31, 2015; | |
(1) | To approve the Company’s 2014 Incentive Plan (the “Plan”) and the reservation of 10,000,000 shares of the Company’s common stock for issuance under the Plan. | |
During April 2014 the Company redeemed approximately $35,000 of convertible notes payable which had derivative liabilities associated with them. In addition to reducing the principal amount of convertible notes payable, the Company estimates a reduction of derivative liabilities of approximately $5,000,000 attributable to the reduction in related notes payable. . | ||
In April 2014 the Company executed a $362,319, 8% secured convertible promissory note due on April 15, 2015. The Company received net proceeds from this note of $333,333. This note is convertible at a contractual rate of $0.02 per share subject to adjustment for down round (“Ratchet”) provisions that result in derivative accounting treatment. | ||
In April 2014 the Company converted $1,376 of convertible debentures into 13,760,144 share of common stock at the contractual rate of .$0001. | ||
1_BASIS_OF_PRESENTATION_AND_SI1
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUTNING POLICIES (Policies) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Notes to Financial Statements | ' | ||
Organization | ' | ||
DirectView Holdings, Inc., (the “Company”), was incorporated in the State of Delaware on October 2, 2006. On July 6, 2012 the Company changed its domicile from Delaware and incorporated in the state of Nevada. | |||
The Company has the following four subsidiaries: DirectView Video Technologies Inc., DirectView Security Systems Inc., Ralston Communication Services Inc., and Meeting Technologies Inc. | |||
The Company is a full-service provider of teleconferencing services to businesses and organizations. The Company's conferencing services enable its clients to cost-effectively conduct remote meetings by linking participants in geographically dispersed locations. The Company's primary focus is to provide high value-added conferencing services to organizations such as professional service firms, investment banks, high tech companies, law firms, investor relations firms, and other domestic and multinational companies. The Company is also a provider of the latest technologies in surveillance systems, digital video recording and services. The systems provide onsite and remote video and audio surveillance. | |||
Basis of Presentation | ' | ||
The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The consolidated financial statements include the accounts of the Company, three wholly-owned subsidiaries, and a subsidiary with which we have a majority voting interest of approximately 58% (the other 42% is owned by non-controlling interests, including 23% which is owned by the Company’s CEO who is a majority shareholder of the Parent Company) as of March 31, 2014. | |||
In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes as of and for the year ended December 31, 2013. | |||
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. | |||
In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of March 31, 2014, and the results of operations and cash flows for the three months ending March 31, 2014 have been included. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year. | |||
Use of Estimates | ' | ||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the allowance for doubtful accounts, deferred tax asset valuation allowance, valuation of stock-based compensation, the useful life of property and equipment and the assumptions used to calculate derivative liabilities. | |||
Non-controlling Interests in Consolidated Financial Statements | ' | ||
In December 2007, the FASB issued ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51,” (“SFAS No. 160”). This statement clarifies that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. This statement is effective for fiscal years beginning after December 15, 2008, with presentation and disclosure requirements applied retrospectively to comparative financial statements. In accordance with ASC 810-10-45-21, the losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. As of March 31, 2014, the Company recorded a non-controlling interest of ($880) in connection with our majority-owned subsidiary, DirectView Security Systems Inc. as reflected in the accompanying consolidated balance sheets. | |||
Cash and Cash Equivalents | ' | ||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. For the three months ended March 31, 2014 and the year ended December 31, 2013, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||
Fair Value of Financial Instruments | ' | ||
Effective January 1, 2008, the Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets | ||
or liabilities | |||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of | ||
the reporting entity’s own assumptions. | |||
Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of March 31, 2014 and December 31, 2013. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. | |||
In addition, FASB ASC 825-10-25 Fair Value Option was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. | |||
The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses, notes payable and due to related parties approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes and convertible promissory notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company's debt and the interest payable on the notes approximates the Company's incremental borrowing rate. | |||
Accounts Receivable | ' | ||
The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company uses specific identification of accounts to reserve possible uncollectible receivables. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. At March 31, 2014 and December 31, 2013, management determined that an allowance is necessary which amounted to $137,215 and $137,215, respectively. During the three months ended March 31, 2014 and 2013, the Company did not have any expense related to uncollectible accounts receivable. | |||
Advertising | ' | ||
Advertising is expensed as incurred. Advertising expenses for the three months ended March 31, 2014 and 2013 was $51,812 and $0, respectively. | |||
Shipping Costs | ' | ||
Shipping costs are included in other selling, general and administrative expenses and was deemed to be not material for the three months ended March 31, 2014 and 2013, respectively. | |||
Inventories | ' | ||
Inventories, consisting of finished goods related to our products are stated at the lower of cost or market utilizing the first-in, first-out method. There was no inventory at March 31, 2014 and December 31, 2013. | |||
Property and Equipment | ' | ||
Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. | |||
Impairment of Long-Lived Assets | ' | ||
Long-Lived Assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the three months ended March 31, 2014 and 2013. | |||
Income Taxes | ' | ||
Income taxes are accounted for under the asset and liability method as prescribed by ASC Topic 740: Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. 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. Deferred tax assets are reduced by a valuation allowance, when in the Company's opinion it is likely that some portion or the entire deferred tax asset will not be realized. | |||
Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Company’s consolidated financial statements. | |||
Stock Based Compensation | ' | ||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated condensed financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. The Company recorded stock based compensation expense of $387,500 and $0 during the three months ended March 31, 2014 and 2013, respectively. | |||
Revenue Recognition | ' | ||
The Company follows the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials. The Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectibility is reasonably assured. When a customer order contains multiple items such as hardware, software, and services which are delivered at varying times, the Company determines whether the delivered items can be considered separate units of accounting. Delivered items should be considered separate units of accounting if delivered items have value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of undelivered items, and if delivery of undelivered items is probable and substantially in the Company’s control. | |||
The following policies reflect specific criteria for the various revenues streams of the Company: | |||
Revenue is recognized upon completion of conferencing services. The Company generally does not charge up-front fees and bills its customers based on usage. | |||
Revenue for video equipment sales and security surveillance equipment sales is recognized upon delivery and installation. | |||
Revenue from periodic maintenance agreements is generally recognized ratably over the respective maintenance periods provided no significant obligations remain and collectibility of the related receivable is probable. | |||
Cost of sales includes cost of products and cost of service. Product cost includes the cost of products and freight costs. Cost of services includes labor and fuel expenses. | |||
Concentrations of Credit Risk and Major Customers | ' | ||
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company places its cash with high credit quality financial institutions. Almost all of the Company's sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. | |||
During the three months ended March 31, 2014, three customers accounted for 83% of revenues. The following is a list of percentage of revenue generated by the three customers: | |||
Customer 1 58% | |||
Customer 2 14% | |||
Customer 3 11% | |||
During the three months ended March 31, 2013, two customers accounted for 98% of revenues. The following is a list of percentage of revenue generated by the two customers: | |||
Customer 1 87% | |||
Customer 2 11% | |||
As of March 31, 2014, three customers accounted for 89% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: | |||
Customer 1 61% | |||
Customer 2 15% | |||
Customer 3 13% | |||
As of December 31, 2013, three customers accounted for 69% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: | |||
Customer 1 12% | |||
Customer 2 12% | |||
Customer 3 45% | |||
Related Parties | ' | ||
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party. | |||
Net Loss per Common Share | ' | ||
Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (“ASC 260”). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net earnings per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. At March 31, 2014 the Company had 1,781,703,333 shares equivalent issuable pursuant to embedded conversion features. At March 31, 2013, the Company had 47,275,262 shares equivalent issuable pursuant to embedded conversion features. | |||
Recent Accounting Pronouncements | ' | ||
In July 2012, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Update (ASU) No. 2012-02, Intangibles-Goodwill and Other (Topic 350)-Testing Indefinite-Lived Intangible Assets for Impairment. ASU 2012-02 permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30. If an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then no further action is required. If an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of | |||
this ASU is not expected to have a material impact on the Company's financial statements. | |||
In December 2011, the FASB issued FASB ASU No. 2011-11, Balance Sheet (Topic 210)-Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Entities are required to disclose both gross and net information about these instruments. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on the Company's financial statements. | |||
In February 2013, the FASB issued ASU 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This ASU expands the presentation of changes in accumulated other comprehensive income. The new guidance requires an entity to disaggregate the total change of each component of other comprehensive income either on the face of the net income statement or as a separate disclosure in the notes. ASU 2013-02 is effective for fiscal years beginning after December 15, 2012. The Company does not believe that the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations or cash flows. | |||
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
1_BASIS_OF_PRESENTATION_AND_SU
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Tables | ' |
Major Customers | ' |
During the three months ended March 31, 2014, three customers accounted for 83% of revenues. The following is a list of percentage of revenue generated by the three customers: | |
Customer 1 58% | |
Customer 2 14% | |
Customer 3 11% | |
During the three months ended March 31, 2013, two customers accounted for 98% of revenues. The following is a list of percentage of revenue generated by the two customers: | |
Customer 1 87% | |
Customer 2 11% | |
As of March 31, 2014, three customers accounted for 89% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: | |
Customer 1 61% | |
Customer 2 15% | |
Customer 3 13% | |
As of December 31, 2013, three customers accounted for 69% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: | |
Customer 1 12% | |
Customer 2 12% | |
Customer 3 45% |
3_PROPERTY_AND_EQUIPMENT_Table
3. PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property and Equipment | ' | |||||||||
Estimated life | March 31, | December 31, | ||||||||
2014 | 2013 | |||||||||
Furniture and fixtures | 3 years | $ | 2,771 | $ | 2,771 | |||||
Less: Accumulated depreciation | (2,771 | ) | (2,771 | ) | ||||||
$ | 0 | $ | 0 |
6_CONVERTIBLE_PROMISSORY_NOTES1
6. CONVERTIBLE PROMISSORY NOTES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Convertible Promissory Note | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Secured convertible promissory note | $ | 336,837 | $ | 175,138 | |||||
Less: debt discount | (57,778 | ) | (59,390 | ) | |||||
Secured convertible promissory note | $ | 279,059 | $ | 115,748 | |||||
– net | |||||||||
7_DERIVATIVE_LIABILITY_Tables
7. DERIVATIVE LIABILITY (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes to Financial Statements | ' | ||||
Schedule for reconciliation of the derivative liability measured at fair value on a recurring basis | ' | ||||
Conversion feature | |||||
derivative liability | |||||
Balance at December 31, 2013 | $ | 1,503,531 | |||
Recognition of derivative liability | 51,848 | ||||
Conversion of derivative liability to equity | -1,017,000 | ||||
Change in fair value included in earnings | 34,019,684 | ||||
Balance at March 31, 2014 | $ | 34,558,063 | |||
Assumptions for Pricing Model to Fair Value Derivatives | ' | ||||
31-Mar-14 | |||||
Expected volatility | 192 % - 289% | ||||
Expected term | 3 – 12 months | ||||
Risk-free interest rate | 0.0 2% - 0.09% | ||||
Expected dividend yield | 0% |
1_BASIS_OF_PRESENTATION_AND_SU1
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Customer 1 | ' | ' | ' |
Major Customer Percentage of revenue | 58.00% | 87.00% | ' |
Major customer percentage of accounts receivable | ' | 61.00% | 12.00% |
Customer 2 | ' | ' | ' |
Major Customer Percentage of revenue | 14.00% | 11.00% | ' |
Major customer percentage of accounts receivable | ' | 15.00% | 12.00% |
Customer 3 | ' | ' | ' |
Major Customer Percentage of revenue | 11.00% | ' | ' |
Major customer percentage of accounts receivable | ' | 13.00% | 45.00% |
1_BASIS_OF_PRESENTATION_AND_SU2
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Basis Of Presentation And Summary Of Significant Accounting Policies Details Narrative | ' | ' |
Accounts receivable allowance for doubtful accounts | $137,215 | $137,215 |
2_GOING_CONCERN_CONSIDERATIONS1
2. GOING CONCERN CONSIDERATIONS (Details Narrative) (USD $) | Mar. 31, 2014 |
Going Concern Considerations Details Narrative | ' |
Working capital deficiency | ($37,117,540) |
3_PROPERTY_AND_EQUIPMENT_Detai
3. PROPERTY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Property And Equipment Details | ' | ' |
Furniture and fixtures | $2,771 | $2,771 |
Less: Accumulated depreciation | -2,771 | -2,771 |
Property and Equipment | $0 | $0 |
Estimated Life | '3 years | ' |
6_CONVERTIBLE_PROMISSORY_NOTES2
6. CONVERTIBLE PROMISSORY NOTES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Convertible Promissory Notes Details | ' | ' |
Secured convertible promissory note | $336,837 | $175,138 |
Less: debt discount | -57,778 | -59,390 |
Secured convertible promissory note - net | $279,059 | $115,748 |
7_DERIVATIVE_LIABILITY_Details
7. DERIVATIVE LIABILITY (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Derivative Liability Details | ' |
Derivative Liability, beginning | $1,503,531 |
Recognition of derivative liability | 51,848 |
Conversion of derivative liability to equity | -1,017,000 |
Change in fair value included in earnings | 34,019,684 |
Derivative Liability | $34,558,063 |
7_DERIVATIVE_LIABILITY_Details1
7. DERIVATIVE LIABILITY (Details 1) | 3 Months Ended |
Mar. 31, 2014 | |
Expected dividend yield | 0.00% |
Minimum | ' |
Expected volatility | 192.00% |
Expected term | '3 years |
Risk-free interest rate | 0.02% |
Maximum | ' |
Expected volatility | 289.00% |
Expected term | '1 year |
Risk-free interest rate | 0.09% |