Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 20-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Beta Music Group, Inc. | ' |
Entity Central Index Key | '0001452164 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity a Well-known Seasoned Issuer | 'No | ' |
Entity a Voluntary Filer | 'No | ' |
Entity's Reporting Status Current | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 66,307,505 |
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 |
Current Assets: | ' | ' |
Cash | $20,225 | $1,174 |
Accounts Receivable | ' | 18,000 |
Inventory | 44,279 | 36,041 |
Total Current Assets | 64,504 | 55,215 |
Other Assets: | ' | ' |
Inventory - noncurrent | 24,715 | 32,953 |
Fixed Assets | 3,000 | 3,000 |
Total Assets | 92,219 | 91,168 |
Current Liabilities: | ' | ' |
Accounts payable | 44,116 | 48,044 |
Salary payable | 89,200 | 69,200 |
Deferred Revenue | 37,500 | ' |
Notes payable, net of discount of $4,441 and $9,771, respectively | 21,559 | 16,229 |
Convertible notes payable, net of discount of $90,642 and $129,489, respectively | 64,604 | 25,757 |
Derivative liability | 4,764,346 | 1,270,492 |
Total Liabilities | 5,021,325 | 1,429,722 |
Stockholders' (Deficit) | ' | ' |
Common stock, $.01 par value, 290,000,000 authorized and 65,357,505 and 65,057,505 issued and outstanding as of March 31, 2014 and December 31, 2013, respectively | 653,575 | 650,575 |
Additional paid in capital | -64,014 | -121,014 |
Accumulated deficit | -5,569,667 | -1,919,115 |
Total Stockholders' Deficit | -4,929,106 | -1,338,554 |
Total Liabilities and Stockholders' Deficit | 92,219 | 91,168 |
Series A Super Voting Preferred Stock | ' | ' |
Stockholders' (Deficit) | ' | ' |
Preferred stock value | 51,000 | 51,000 |
Blank Check Preferred Stock | ' | ' |
Stockholders' (Deficit) | ' | ' |
Preferred stock value | ' | ' |
CONSOLIDATED_BALANCE_SHEETS_UN1
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Discount on notes payable | $4,441 | $9,771 |
Discount on convertible notes payable | $90,642 | $129,489 |
Common stock par value (in dollars per share) | $0.01 | $0.01 |
Common stock stock authorized | 290,000,000 | 290,000,000 |
Common stock stock issued | 65,357,505 | 65,057,505 |
Common stock outstanding | 65,357,505 | 65,057,505 |
Series A Super Voting Preferred Stock | ' | ' |
Preferred stock par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock authorized | 5,100,000 | 5,100,000 |
Preferred stock issued | 5,100,000 | 5,100,000 |
Preferred stock outstanding | 5,100,000 | 5,100,000 |
Blank Check Preferred Stock | ' | ' |
Preferred stock par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock authorized | 4,900,000 | 4,900,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenue | $2,500 | ' |
General administrative expenses | 115,021 | 96,800 |
Net loss from operations | -112,521 | -96,800 |
Other expenses: | ' | ' |
Interest expense | 44,177 | ' |
Loss on derivative liability | 3,493,854 | ' |
Net Loss | ($3,650,552) | ($96,800) |
Basic and Diluted Loss per Common Share (in dollars per share) | ($0.06) | ($2.69) |
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 65,110,838 | 36,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Operating Activities: | ' | ' |
Net loss | ($3,650,552) | ($96,800) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Amortization of debt discount | 44,177 | ' |
Stock base compensation | 60,000 | ' |
Loss on derivative liabilities | 3,493,854 | ' |
Accounts receivable | 18,000 | ' |
Accounts payable | -3,928 | 51,800 |
Salary payable | 20,000 | 45,000 |
Deferred revenue | 37,500 | ' |
Net Cash Used by Operating Activities | 19,051 | ' |
Net Increase (Decrease) in Cash | 19,051 | ' |
Cash at Beginning of Period | 1,174 | ' |
Cash at End of Period | 20,225 | ' |
Supplemental Disclosures: | ' | ' |
Cash paid for income taxes | ' | ' |
Cash paid for interest | ' | ' |
BASIS_OF_PRESENTATION_AND_SIGN
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The financial statements as of December 31, 2013 have been audited by an independent registered public accounting firm. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s 10K for the calendar year ended December 31, 2013. | |||||||||||||||||
Non-Employee Stock-Based Compensation | |||||||||||||||||
The Company accounts for stock-based compensation in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees” (“ASC 505”). ASC 505 which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
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: | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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 March 31, 2014, and December 31, 2013: | |||||||||||||||||
Recurring Fair Value Measures | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
31-Mar-14 | |||||||||||||||||
Derivative liability | - | - | $ | 4,764,346 | $ | 4,764,346 | |||||||||||
31-Dec-13 | |||||||||||||||||
Derivative liability | - | - | $ | 1,270,492 | $ | 1,270,492 |
GOING_CONCERN_CONSIDERATION
GOING CONCERN CONSIDERATION | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN CONSIDERATION | ' |
NOTE 2: GOING CONCERN CONSIDERATION | |
These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has negative working capital and incurred cumulative net losses since its inception and requires capital for its contemplated operation and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. | |
Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The consolidated financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties. |
SALARY_PAYABLE_DUE
SALARY PAYABLE DUE | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
SALARY PAYABLE DUE | ' |
NOTE 3: SALARY PAYABLE DUE | |
On January 5, 2013, USAVE entered into an executive agreement its Chief Executive Officer, Jim Ennis. The agreement is for an initial term of 5 years, and provides for monthly compensation in the amount of $15,000. The executive shall receive bonus each year and shall be paid based on the performance of the Company each year ending December 31. The Bonus will be a minimum of 25% but not exceed 75% of Annual Salary. As of March 31, 2014 and December 31, 2013, the Chief Executive Officer is due a total of $89,200, and $69,200, respectively, which is comprised of accrued salary expense that is unpaid and deferred based on the working capital conditions of the Company. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
STOCKHOLDERS EQUITY | ' |
NOTE 3: STOCKHOLDERS EQUITY | |
On March 15, 2014, The Company issued 300,000 shares of common stock for consulting services for full value of $60,000. The shares were valued at the market price on the respective date of issuance. |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2014 | |
Short-term Debt [Abstract] | ' |
NOTES PAYABLE | ' |
NOTE 4: NOTES PAYABLE | |
At December 31, 2013 the Company had notes payable from third parties with a balance of $16,229 net of discount of $9,771. During the three months ended March 31, 2014, $5,330 was recorded as amortization expense. The notes payable had a balance of $21,559 net of discount of $4,441 at March 31, 2014. |
CONVERTIBLE_NOTES
CONVERTIBLE NOTES | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
CONVERTIBLE NOTES | ' | ||||||||||||||||
NOTE 5: CONVERTIBLE NOTES | |||||||||||||||||
Principal | Less: Unamortized Discount | Net Carrying Value | |||||||||||||||
On October 31, 2013, principal amount of $109,500 and accrued interest of $11,272, a total of $120,772, was assigned by the original debt holder to another unrelated party. See Note 6. The convertible note accrues at 10% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. During the year ended December 31, 2013, the Company issued a total of 2,457,325 shares of common stock in connection with the conversion of $98,293 of the outstanding $120,772 principal amount. After the conversion, the remaining debt balance is $22,479. The Company accounted for the variable conversion feature as a discount of $120,772 to the convertible note. As of March 31, 2014, the unamortized discount is $13,195. | $22,479 | ($13,195) | $9,284 | ||||||||||||||
On October 31, 2013, principal amount of $30,000 and accrued interest of $2,767, a total of $32,767, was assigned by the original debt holder to another unrelated party. See Note 6. Upon assignment, the Company issued to the new debt holder a convertible note. The convertible note accrues at 10% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. There is no conversion as of March 31, 2014. The Company accounted for the variable conversion feature as a discount of $32,767 to the convertible note. As of March 31, 2014, the unamortized discount is $19,114. | 32,767 | -19,114 | 13,653 | ||||||||||||||
On October 23, 2013, EVG Media issued a promissory note of $25,000 and a convertible note of $75,000 to finance a private purchase of 13,711,676 shares of the Company common stock. See Note 6 for discussion of the $25,000 promissory note. The $75,000 convertible note accrues at 12% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. There is no conversion as of March 31, 2014.The Company accounted for the variable conversion feature as a discount of $75,000 to the convertible note. As of March 31, 2014, the unamortized discount is $43,750. | 75,000 | -43,750 | 31,250 | ||||||||||||||
On November 5, 2013, the Company issued a convertible note for principal amount of $25,000. See Note 6. The Company received $15,750 in cash, and the remaining $9,250 is accounted for as debt discount. The note accrues at 12% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. There is no conversion as of March 31, 2014. The Company accounted for the variable conversion feature as a discount of $15,750 to the convertible note. As of March 31, 2014, the unamortized discount is $14,583. | 25,000 | -14,583 | 10,417 | ||||||||||||||
Balance at March 31, 2014 | $155,246 | ($90,462) | $64,604 | ||||||||||||||
A total of 4,800,000 warrants were issue along with the convertible debt as mentioned above. The warrant has an exercise price equal to 50% of the average of the lowest three trading prices among the 10-day trading period immediately prior to conversion date and will expire on October 31, 2018. The following table summarizes information about outstanding warrants at March 31, 2014: | |||||||||||||||||
Number Outstanding | Weighted Average Exercise Price | Remaining Contractual Life in Years | Intrinsic Value | ||||||||||||||
Warrants outstanding as of December 31, 2013 | 4,800,000 | $ | 0.1 | 4.84 | $ | 480,000 | |||||||||||
Warrants Forfeited | |||||||||||||||||
Warrants outstanding as of March 31, 2014 | 4,800,000 | $ | 0.1 | 4.59 | $ | 3,120,000 | |||||||||||
The Company analyzed the conversion option of all the convertible debts. As discussed in Note 6, the Company considered derivative accounting under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The embedded conversion feature was measured at fair value at the date of inception and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. |
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||
DERIVATIVE LIABILITIES | ' | ||||
NOTE 6: DERIVATIVE LIABILITIES | |||||
Convertible Notes | |||||
On October 31, 2013, convertible notes of $120,772 and $32,767 were issued. On October 23, 2013, a convertible note of $75,000 was issued. On November 5, 2013, a convertible note of $25,000 was issued. As discussed in Note 5, the Company analyzed the conversion option of all the notes and Company considered derivative accounting under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The embedded conversion feature was measured at fair value at the date of inception and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the instruments was determined by using Black-Scholes option-pricing model, assuming maximum value. | |||||
The fair value of the conversion feature related to the “$120,722 convertible note” on issuance date was $241,544, including a debt discount of $120,772 and a loss on derivative liabilities of $120,772. On November 12, 2013, upon conversion of 98,293 of the $120,772 outstanding note, the derivative liability was revalued to be $543,474, out of which $442,319 was re-classified to additional paid in capital and $301,930 was recognized as loss on derivative liabilities. On December 31, 2013, the derivative liability was revalued to be $44,958, and a gain of $56,197 was recognized in earnings. On March 31, 2014, the derivative liability was revalued to be $168,593, and a loss of $123,635 was recognized in earnings. | |||||
The fair value of the conversion feature related to the “$32,767 convertible note” on issuance date was $65,534, including a debt discount of $32,767, and a loss on derivative liabilities of $32,767. On December 31, 2013, the fair value didn’t change, resulting in no gain or loss. On March 31, 2014, the derivative liability was revalued to be $245,753, and a loss of $180,219 was recognized in earnings. | |||||
The fair value of the conversion feature related to the “75,000 convertible note” on issuance date was $187,500, including a debt discount of $75,000 and a loss on derivative liabilities of $112,500. On December 31, 2013, the derivative liability was revalued to be $150,000, and a gain of $37,500 was recognized in earnings. On March 31, 2014, the derivative liability was revalued to be $562,500, and a loss of $412,500 was recognized in earnings. | |||||
The fair value of the conversion feature related to the “25,000 convertible note” on issuance date was $112,500, including a debt discount of $15,750 and a loss on derivative liabilities of $96,750. On December 31, 2013, the derivative liability was revalued to be $50,000, and a gain of $62,500 was recognized in earnings. On March 31, 2014, the derivative liability was revalued to be $187,500, and a loss of $137,500 was recognized in earnings. | |||||
Warrants | |||||
On October 31, 2013, warrants to purchase 4,800,000 shares of the Company common stock were issued along with the convertible notes. As a result of the issuance of convertible debt, the conversion option of all other convertible instruments became tainted. Under ASC 815-15“Derivatives and Hedging”, all other tainted share settleable instruments must be reclassified from equity to liability. The conversion feature was measured at fair value at the date it became tainted and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the instruments was determined by using Black-Scholes option-pricing model, assuming maximum value. | |||||
The fair value of the warrants on issuance date was $384,000, resulting in a loss on derivative liability of $384,000. On December 31, 2013, the derivative liability was revalued to be $960,000, resulting in a loss of $576,000 to be recognized in earnings. On March 31, 2014, the derivative liability was revalued to be $3,600,000, resulting in a loss of $2,640,000 to be recognized in earnings. | |||||
The following table summarizes the derivative liabilities included in the balance sheet: | |||||
Balance at December 31, 2013 | $ | 1,270,492 | |||
Change in fair value of derivative liability | 3,493,854 | ||||
Balance at March 31, 2014 | $ | 4,764,346 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 7: SUBSEQUENT EVENTS | |
On April 21, 2014, The Company issued 950,000 shares of common stock for consulting services. |
BASIS_OF_PRESENTATION_AND_SIGN1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Non-Employee Stock-Based Compensation | ' | ||||||||||||||||
Non-Employee Stock-Based Compensation | |||||||||||||||||
The Company accounts for stock-based compensation in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees” (“ASC 505”). ASC 505 which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
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: | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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 March 31, 2014, and December 31, 2013: | |||||||||||||||||
Recurring Fair Value Measures | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
31-Mar-14 | |||||||||||||||||
Derivative liability | - | - | $ | 4,764,346 | $ | 4,764,346 | |||||||||||
31-Dec-13 | |||||||||||||||||
Derivative liability | - | - | $ | 1,270,492 | $ | 1,270,492 |
BASIS_OF_PRESENTATION_AND_SIGN2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
Schedule of fair value hierarchy financial assets and liabilities | ' | ||||||||||||||||
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 March 31, 2014, and December 31, 2013: | |||||||||||||||||
Recurring Fair Value Measures | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
31-Mar-14 | |||||||||||||||||
Derivative liability | - | - | $ | 4,764,346 | $ | 4,764,346 | |||||||||||
31-Dec-13 | |||||||||||||||||
Derivative liability | - | - | $ | 1,270,492 | $ | 1,270,492 |
CONVERTIBLE_NOTES_Tables
CONVERTIBLE NOTES (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of convertible notes | ' | ||||||||||||||||
Principal | Less: Unamortized Discount | Net Carrying Value | |||||||||||||||
On October 31, 2013, principal amount of $109,500 and accrued interest of $11,272, a total of $120,772, was assigned by the original debt holder to another unrelated party. See Note 6. The convertible note accrues at 10% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. During the year ended December 31, 2013, the Company issued a total of 2,457,325 shares of common stock in connection with the conversion of $98,293 of the outstanding $120,772 principal amount. After the conversion, the remaining debt balance is $22,479. The Company accounted for the variable conversion feature as a discount of $120,772 to the convertible note. As of March 31, 2014, the unamortized discount is $13,195. | $22,479 | ($13,195) | $9,284 | ||||||||||||||
On October 31, 2013, principal amount of $30,000 and accrued interest of $2,767, a total of $32,767, was assigned by the original debt holder to another unrelated party. See Note 6. Upon assignment, the Company issued to the new debt holder a convertible note. The convertible note accrues at 10% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. There is no conversion as of March 31, 2014. The Company accounted for the variable conversion feature as a discount of $32,767 to the convertible note. As of March 31, 2014, the unamortized discount is $19,114. | 32,767 | -19,114 | 13,653 | ||||||||||||||
On October 23, 2013, EVG Media issued a promissory note of $25,000 and a convertible note of $75,000 to finance a private purchase of 13,711,676 shares of the Company common stock. See Note 6 for discussion of the $25,000 promissory note. The $75,000 convertible note accrues at 12% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. There is no conversion as of March 31, 2014.The Company accounted for the variable conversion feature as a discount of $75,000 to the convertible note. As of March 31, 2014, the unamortized discount is $43,750. | 75,000 | -43,750 | 31,250 | ||||||||||||||
On November 5, 2013, the Company issued a convertible note for principal amount of $25,000. See Note 6. The Company received $15,750 in cash, and the remaining $9,250 is accounted for as debt discount. The note accrues at 12% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. There is no conversion as of March 31, 2014. The Company accounted for the variable conversion feature as a discount of $15,750 to the convertible note. As of March 31, 2014, the unamortized discount is $14,583. | 25,000 | -14,583 | 10,417 | ||||||||||||||
Balance at March 31, 2014 | $155,246 | ($90,462) | $64,604 | ||||||||||||||
Schedule of warrants outstanding | ' | ||||||||||||||||
The following table summarizes information about outstanding warrants at March 31, 2014: | |||||||||||||||||
Number Outstanding | Weighted Average Exercise Price | Remaining Contractual Life in Years | Intrinsic Value | ||||||||||||||
Warrants outstanding as of December 31, 2013 | 4,800,000 | $ | 0.1 | 4.84 | $ | 480,000 | |||||||||||
Warrants Forfeited | |||||||||||||||||
Warrants outstanding as of March 31, 2014 | 4,800,000 | $ | 0.1 | 4.59 | $ | 3,120,000 |
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||
Schedule of derivative liabilities | ' | ||||
The following table summarizes the derivative liabilities included in the balance sheet: | |||||
Balance at December 31, 2013 | $ | 1,270,492 | |||
Change in fair value of derivative liability | 3,493,854 | ||||
Balance at March 31, 2014 | $ | 4,764,346 |
BASIS_OF_PRESENTATION_AND_SIGN3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative liability | $4,764,346 | $1,270,492 |
Recurring Fair Value Measure | Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative liability | ' | ' |
Recurring Fair Value Measure | Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative liability | ' | ' |
Recurring Fair Value Measure | Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative liability | 4,764,346 | 1,270,492 |
Recurring Fair Value Measure | Total | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative liability | $4,764,346 | $1,270,492 |
SALARY_PAYABLE_DUE_Details_Nar
SALARY PAYABLE DUE (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Jim Ennis | Jim Ennis | USave Acquisitions, Inc | USave Acquisitions, Inc | USave Acquisitions, Inc | |||
Jim Ennis | Jim Ennis | Jim Ennis | |||||
Minimum | Maximum | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Officers executive agreement term | ' | ' | ' | ' | '5 years | ' | ' |
Officers compensation | ' | ' | ' | ' | $15,000 | ' | ' |
Percentage of annual bonus | ' | ' | ' | ' | ' | 25.00% | 75.00% |
Salary payable due | $89,200 | $69,200 | $89,200 | $69,200 | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details_Na
STOCKHOLDERS EQUITY (Details Narrative) (USD $) | 0 Months Ended |
Mar. 15, 2014 | |
Equity [Abstract] | ' |
Stock issued during period, shares, issued for consulting services | 300,000 |
Stock issued during period, value, issued for consulting services | $60,000 |
NOTES_PAYABLE_Details_Narative
NOTES PAYABLE (Details Narative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Short-term Debt [Abstract] | ' | ' |
Notes payable | $21,559 | $16,229 |
Discount on notes payable | $4,441 | $9,771 |
CONVERTIBLE_NOTES_Details_Narr
CONVERTIBLE NOTES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Short-term Debt [Line Items] | ' | ' |
Number of warrants issued (in shares) | 4,800,000 | 4,800,000 |
Warrant | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Number of warrants issued (in shares) | 4,800,000 | 4,800,000 |
Description of warrants conversion price | ' | ' |
The warrant has an exercise price equal to 50% of the average of the lowest three trading prices among the 10-day trading period immediately prior to conversion date | ||
Warrants expirations date | 31-Oct-18 | ' |
CONVERTIBLE_NOTES_Details
CONVERTIBLE NOTES (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Short-term Debt [Line Items] | ' | ' |
Net Carrying Value | $64,604 | $25,757 |
Convertible notes payable to another unrelated party | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Principal amount | 22,479 | ' |
Less: Unamortized Discount | -13,195 | ' |
Net Carrying Value | 9,284 | ' |
Description of debt conversion price | ' | ' |
The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. | ||
Stock issued for debt conversion (in shares) | ' | 2,457,325 |
Stock issued for debt conversion | ' | 98,293 |
Interest rate | 10.00% | ' |
Convertible notes payable to another unrelated party | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Principal amount | 32,767 | ' |
Less: Unamortized Discount | -19,114 | ' |
Net Carrying Value | 13,653 | ' |
Description of debt conversion price | ' | ' |
The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. | ||
Interest rate | 10.00% | ' |
Convertible notes payable | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Principal amount | 25,000 | ' |
Less: Unamortized Discount | -14,583 | ' |
Net Carrying Value | 10,417 | ' |
Interest rate | 12.00% | ' |
Convertible notes payable, Total | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Principal amount | 155,246 | ' |
Less: Unamortized Discount | -90,462 | ' |
Net Carrying Value | 64,604 | ' |
$25,000 promissory note | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Description of debt conversion price | ' | ' |
The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. | ||
EVG Media, Inc. | Convertible notes payable | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Principal amount | 75,000 | ' |
Less: Unamortized Discount | -43,750 | ' |
Net Carrying Value | $31,250 | ' |
Description of debt conversion price | ' | ' |
The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. |
CONVERTIBLE_NOTES_Details_1
CONVERTIBLE NOTES (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Warrants outstanding, Number, Beginning | 4,800,000 |
Warrants Forfeited | ' |
Warrants outstanding, Number, End | 4,800,000 |
Warrants outstanding, Weighted Average Exercise Price, Beginning | 0.1 |
Warrants Forfeited | ' |
Warrants outstanding, Weighted Average Exercise Price, End | 0.1 |
Warrants outstanding, Remaining Contractual Life in Years, Beginning | '4 years 10 months 2 days |
Warrants outstanding, Remaining Contractual Life in Years, End | '4 years 7 months 2 days |
Warrants outstanding, Intrinsic Value, Beginning | $480,000 |
Warrants Forfeited | ' |
Warrants outstanding, Intrinsic Value, End | $3,120,000 |
DERIVATIVE_LIABILITIES_Details
DERIVATIVE LIABILITIES (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2013 | Oct. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 23, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Nov. 05, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Warrant | Warrant | Warrant | Convertible notes payable to another unrelated party | Convertible notes payable to another unrelated party | Convertible notes payable to another unrelated party | Convertible notes payable to another unrelated party | Convertible notes payable to another unrelated party | Convertible notes payable to another unrelated party | Convertible notes payable to another unrelated party | Convertible notes payable | Convertible notes payable | Convertible notes payable | $25,000 promissory note | $25,000 promissory note | $25,000 promissory note | ||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion feature | ' | ' | ' | ' | ' | ' | $98,293 | $120,772 | ' | ' | $65,534 | ' | ' | $187,500 | ' | ' | $112,500 | ' | ' |
Fair value of the conversion feature | ' | ' | ' | ' | ' | ' | ' | 241,544 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on derivative liabilities | ' | ' | ' | -384,000 | -2,640,000 | -576,000 | -301,930 | -120,772 | -123,635 | 56,197 | -32,767 | -180,219 | ' | -112,500 | -412,500 | 37,500 | -96,750 | -137,500 | 62,500 |
Derivative liability | 4,764,346 | ' | 1,270,492 | ' | 3,600,000 | 960,000 | 543,474 | ' | 168,593 | 44,958 | ' | 245,753 | ' | ' | 562,500 | 150,000 | ' | 187,500 | 50,000 |
Re-classified to additional paid in capital | ' | ' | ' | ' | ' | ' | 442,319 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | 44,177 | ' | ' | ' | ' | ' | ' | 120,772 | ' | ' | 32,767 | ' | ' | 75,000 | ' | ' | 15,750 | ' | ' |
Number of warrants issued (in shares) | 4,800,000 | ' | 4,800,000 | ' | 4,800,000 | 4,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants issued | ' | ' | ' | $384,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DERIVATIVE_LIABILITIES_Details1
DERIVATIVE LIABILITIES (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Balance, Beginning | $1,270,492 |
Change in fair value of derivative liability | 3,493,854 |
Balance, End | $4,764,346 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narraive) | 0 Months Ended | |
Mar. 15, 2014 | Apr. 21, 2014 | |
Subsequent event | ||
Subsequent Event [Line Items] | ' | ' |
Number of shares issued for consulting services | 300,000 | 950,000 |