SUMMARY OF ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | ' |
CONCOLIDATION PRINCIPLES | ' |
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CONCOLIDATION PRINCIPLES |
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The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries EVG Media, Inc., USave Acquisitions, Inc., USaveCT, Inc. and USaveNJ, Inc. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for all periods presented and include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation |
DEVELOPMENT STAGE | ' |
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DEVELOPMENT STAGE |
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The Company complies with Statement of Financial Accounting Standard ASC 915-15 and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage. During the year ended December 31, 2013, the Company no longer met the criteria as development stage. |
USE OF ESTIMATES | ' |
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USE OF ESTIMATES |
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The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions, which 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 revenues and expenses during the reporting period. |
CASH AND CASH EQUIVABLENTS | ' |
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CASH AND CASH EQUIVABLENTS |
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Cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less. |
ACCOUNTS RECEIVABLE | ' |
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ACCOUNTS RECEIVABLE |
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Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. There have been no write-offs during the various periods being reported on. |
INVENTORY | ' |
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INVENTORY |
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Inventories are valued at the lower of cost or market. Inventory consists of digital coupons. |
PROPERTY AND EQUIPMENT | ' |
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PROPERTY AND EQUIPMENT |
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Property and equipment is recorded at cost when acquired. Depreciation is provided principally on the straight-line method over the estimated useful lives of the related assets, which is 3-7 years for equipment, furniture and fixtures, hardware and software. |
IMPAIRMENT OF LONG-LIVED ASSETS | ' |
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IMPAIRMENT OF LONG-LIVED ASSETS |
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The Company reviews the carrying value of its definite lived intangible assets at least annually. Other long-lived assets, including intangibles, are reviewed whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. |
DERIVATIVE FINANCIAL INSTRUMENTS | ' |
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DERIVATIVE FINANCIAL INSTRUMENTS |
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The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes option pricing model, assuming maximum value, in accordance with ASC 815-15 “Derivative and Hedging” to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
BENEFICIAL CONVERSION FEATURES | ' |
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BENEFICIAL CONVERSION FEATURES |
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The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' |
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FAIR VALUE OF FINANCIAL INSTRUMENTS |
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The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: |
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Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. |
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Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. |
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Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
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The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of December 31, 2013 and 2012: |
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Recurring Fair Value Measures | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
December 31, 2013 | | | | | | | | | | | | | | |
Derivative liability | | | | | | | | | | $ | 1,270,492 | | | $ | 1,270,492 | |
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December 31, 2012 | | | | | | | | | | | | | | | | |
Derivative liability | | | - | | | | - | | | $ | 0 | | | $ | 0 | |
CONCENTRATION OF CREDIT RISKS | ' |
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CONCENTRATION OF CREDIT RISKS |
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Financial instruments that potentially subject the company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp. limits. At December 31, 2013 and 2012, there was no uninsured cash. Other financial instruments include notes payable and amounts due to related parties for wages and advances. Due to the short-term maturity of these obligations and the stated interest rates on notes payable, the carrying value of these instruments represent their fair value. |
REVENUE RECOGNITION | ' |
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REVENUE RECOGNITION |
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Revenues are recognized when all of the following have been met: |
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· | Persuasive evidence of an arrangement exits. | | | | | | | | | | | | | | | |
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· | Delivery or services has been performed. | | | | | | | | | | | | | | | |
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· | The customer fee is deemed to be fixed or determinable and free of contingencies or significant uncertainties. | | | | | | | | | | | | | | | |
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· | Collectability is probable. | | | | | | | | | | | | | | | |
INCOME TAXES | ' |
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INCOME TAXES |
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The Company accounts for income taxes utilizing ASC 740, “Income Taxes” (SFAS No. 109). ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. |
INCOME (LOSS) PER SHARE | ' |
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INCOME (LOSS) PER SHARE |
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Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2013 and December 31, 2012 diluted net loss per share is equivalent to basic net loss per share as the inclusion of any shares committed to be issued would be anti-dilutive. |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
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RECENT ACCOUNTING PRONOUNCEMENTS |
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The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. |