Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | RVUE HOLDINGS, INC. | |
Entity Trading Symbol | rvue | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,455,206 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 150,515,839 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 2,939 | $ 418,803 |
Accounts receivable | 118,569 | 332,563 |
Prepaid expenses | 48,936 | 70,101 |
Total current assets | 170,444 | 821,467 |
Property and equipment, net | 48 | 662 |
Software development costs | 134,286 | 136,717 |
Deposits | 6,339 | 3,180 |
Total Assets | 311,117 | 962,026 |
Current liabilities: | ||
Accounts payable | 146,412 | 168,591 |
Accrued expenses | 227,876 | 204,821 |
Interest payable | 4,130 | 0 |
Note payable | 29,096 | 0 |
Convertible notes | 100,637 | 0 |
Derivative liability | 103,169 | 0 |
Deferred revenue | 10,500 | 10,500 |
Total current liabilities | $ 621,820 | $ 383,912 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized; none issued or outstanding | $ 0 | $ 0 |
Common stock, $0.001 par value per share; 240,000,000 shares authorized at September 30, 2015 and December 31, 2014;141,944,156 issued and outstanding at September 30, 2015 and 140,872,727 at December 31, 2014 | 141,944 | 140,873 |
Additional paid-in capital | 13,236,104 | 13,105,717 |
Accumulated deficit | (13,688,751) | (12,668,476) |
Total stockholders' equity (deficit) | (310,703) | 578,114 |
Total liabilities and stockholders' equity | $ 311,117 | $ 962,026 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICALS - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Parentheticals | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 240,000,000 | 240,000,000 |
Common Stock, shares issued | 141,944,156 | 140,872,727 |
Common Stock, shares outstanding | 141,944,156 | 140,872,727 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | ||||
Core fees | $ 133,264 | $ 248,940 | $ 749,302 | $ 641,112 |
Non-core fees | 31,500 | 31,500 | 94,500 | 98,925 |
Total revenues | 164,764 | 280,440 | 843,802 | 740,037 |
Costs and expenses | ||||
Cost of revenue | 115,117 | 219,392 | 681,427 | 564,229 |
Selling, general and administrative expenses | 298,474 | 323,507 | 1,044,859 | 1,002,514 |
Depreciation and amortization | 33,594 | 27,604 | 103,902 | 59,298 |
Interest expense | 31,508 | 0 | 31,959 | 0 |
Change in fair value of derivative instruments | 1,930 | 0 | 1,930 | 0 |
Total Costs and expenses | 480,623 | 570,503 | 1,864,077 | 1,626,041 |
Loss before provision for income taxes | (315,859) | (290,063) | (1,020,275) | (886,004) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (315,859) | $ (290,063) | $ (1,020,275) | $ (886,004) |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Shares used in computing net loss per share: Basic and diluted | 141,944,156 | 139,200,211 | 141,785,426 | 136,691,309 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (unaudited) - 9 months ended Sep. 30, 2015 - USD ($) | Preferred Stock Shares | Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2014 | 0 | 0 | 140,872,727 | 140,873 | 13,105,717 | (12,668,476) | 578,114 |
Common stock issued | 0 | 0 | 1,071,429 | 1,071 | 73,929 | 0 | 75,000 |
Stock based compensation expense | $ 0 | $ 0 | $ 56,458 | $ 0 | $ 56,458 | ||
Net loss | $ 0 | $ 0 | $ 0 | $ (1,020,275) | $ (1,020,275) | ||
Balance at Sep. 30, 2015 | 0 | 0 | 141,944,156 | 141,944 | 13,236,104 | (13,688,751) | (310,703) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (1,020,275) | $ (886,004) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 103,902 | 59,298 |
Non-cash interest | 26,876 | 0 |
Stock-based compensation expense | 56,458 | 45,264 |
Common stock issued for services | 45,000 | 0 |
Change in fair value of derivative instruments | 1,930 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 213,995 | (75,421) |
Prepaid expenses | 33,765 | (8,080) |
Accounts payable | (22,179) | 47,242 |
Accrued expenses | 23,055 | 53,731 |
Deferred revenue | 0 | 10,500 |
Accrued interest expense | 4,130 | 0 |
Cash used in operating activities | (533,343) | (753,470) |
Investing activities | ||
Payments for property, equipment and software development | (100,858) | (113,449) |
Change in deposits | (3,159) | 7,500 |
Cash used in investing activities | (104,017) | (105,949) |
Financing activities | ||
Proceeds from the issuance of common stock | 75,000 | 485,000 |
Proceeds from convertible notes | 175,000 | 0 |
Payments on debt | (28,504) | 0 |
Cash provided by financing activities | 221,496 | 485,000 |
Decrease in cash and cash equivalents | (415,864) | (374,419) |
Cash and cash equivalents, beginning of period | 418,803 | 844,589 |
Cash and cash equivalents, end of period | $ 2,939 | $ 470,170 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 1 Summary Of Significant Accounting Policies rVue Holdings, Inc., formerly known as Rivulet International, Inc. (We, rVue or the Company), was incorporated in the State of Nevada on November 12, 2008. We are an advertising technology company that has developed and operates an integrated advertising exchange and digital distribution platform rVue for the Digital Out-of-Home (DOOH) industry. Basis of Presentation and Preparation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, fair values of financial instruments, useful lives of capitalized software development costs and property and equipment, fair values of stock-based awards, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. In the opinion of the Companys management, all adjustments (including normal recurring adjustments) considered necessary to present fairly the unaudited condensed consolidated financial statements have been made. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Companys annual consolidated financial statements and the notes thereto for the year ended December 31, 2014, included in our Annual Report on Form 10-K (the 2014 Form 10-K). The unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the entire year. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Going Concern | |
Going Concern | Note 2 Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have sustained losses and experienced negative cash flows from operations since inception, and have an accumulated deficit of $13,688,751 at September 30, 2015. These factors raise substantial doubt about our ability to continue to operate in the normal course of business. We have funded our activities to date almost exclusively from equity and debt financings. We will continue to require substantial funds to continue development of our core businesses. Managements plan in order to meet our operating cash flow requirements includes financing activities such as private placements of common stock and private issuances of debt and convertible instruments and the continued establishment of strategic relationships which we expect will lead to the generation of additional revenue opportunities. While we believe that we will be successful in obtaining the necessary financing to fund our operations, there is no assurance that such additional funding will be achieved or that we will succeed in our future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. |
Loss Per Common Share
Loss Per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Loss Per Common Share | |
Loss Per Common Share | Note 3 - Loss Per Common Share Basic and diluted loss per common share is computed by dividing the loss by the weighted average number of common shares outstanding for the period. Since the Company incurred losses attributable to common stockholders during the three and nine months ended September 30, 2015 and 2014, diluted loss per common share has not been computed by giving effect to all potentially dilutive common shares that were outstanding during the three and nine months ended September 30, 2015 and 2014 since this would have an anti-dilutive effect. The following table sets forth the computation of basic and diluted loss per common share: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Numerator: Net loss $ (315,859) $ (290,063) $ (1,020,275) $ (886,004) Denominator: Weighted-average shares outstanding 141,944,156 139,200,211 141,785,426 136,691,309 Effect of dilutive securities (1) - - - - Weighted-average diluted shares 141,944,156 139,200,211 141,785,426 136,691,309 Basic and diluted loss per share $ (0.00) $ (0.00) $ (0.01) $ (0.01) (1) The following stock options and warrants outstanding as of September 30, 2015 and 2014 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: Three Months Ended September 30, 2015 2014 Stock options - - Warrants 1,608 73,138 1,608 73,138 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Financial Instruments | |
Financial Instruments | Note 4 Financial Instruments Accounts Receivable We sell our services directly to our customers. Accounts receivable from three of our customers accounted for 100% of total accounts receivable at September 30, 2015, and accounts receivable from three of our customers accounted for 99.4% of total accounts receivable at December 31, 2014. We had no allowance for doubtful accounts at either September 30, 2015 or at December 31, 2014. Convertible Notes The carrying amount of convertible notes approximates their fair value based on the recentness of the transaction. The embedded derivative liability is reported at fair value calculated using a binomial lattice model. |
Convertible Note Financing
Convertible Note Financing | 9 Months Ended |
Sep. 30, 2015 | |
Convertible Note Financing | |
Convertible Note Financing | Note 5 Convertible Note Financing On July 8, 2015 (the Closing Date Typenex SPA Typenex Typenex Note Typenex Convertible Note Financing The Typenex Note has a term of 17 months, an interest rate of 10% per annum and an original issue discount (OID) of $22,500. The commitment to the Company from the Typenex Note were $225,000, in the form of: (a) an initial tranche of $75,000 in cash (gross proceeds of $87,500, less $7,500 in OID and $5,000 in expense reimbursements), and a (b) future commitment of three promissory notes of $55,000 each (each consisting of $55,000 in gross proceeds, less $5,000 in OID (the Investor Notes Beginning on the date that is six (6) months after the Closing Date and on the same day of each month thereafter until the maturity date of the Typenex Note, so long as any amount is outstanding thereunder, the Company is required to pay to Typenex installments of principal equal to $21,041 (or such lesser principal amount as is then outstanding), plus the sum of any accrued and unpaid interest. Payments of each installment amount may be made in cash. Alternatively, Typenex or the Company may elect to convert an installment amount into Common Stock as described below. Beginning six (6) months after the Closing Date, Typenex may convert the balance of the Typenex Note, or any installment or portion thereof, utilizing the conversion price calculation set forth below. Generally, the Lender Conversion Price shall be $0.08. However, in the event that the Companys market capitalization falls below $3,000,000 at any time, then in such event (a) the conversion price for all lender conversions occurring after the first date of such occurrence shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of conversion. The Market Price is calculated by applying a discount of 30% to the average of the three (3) lowest closing bid prices during the twenty (20) trading days immediately preceding the applicable conversion. The Company may also elect to make payment of installments in the form of equity on substantially the same terms, subject to the terms and conditions of the Typenex Note. Carebourn Convertible Note Financing On July 30, 2015 (the Closing Date), the Company entered into a Securities Purchase Agreement dated July 30, 2015 (the Carebourn SPA) with Carebourn Capital, L.P. (Carebourn). Pursuant to the Carebourn SPA, the Company issued to Carebourn a convertible promissory note (the Carebourn Note) in the principal amount of $115,000. The Carebourn Note has a term of 9 months and an interest rate of 10% per annum. The net proceeds to the Company from the Carebourn Note were $100,000, consisting of gross proceeds of $115,000, less $10,000 in OID and $5,000 in expense reimbursements. The entire principal balance of the Carebourn Note, together with all accrued interest, is due and payable on April 30, 2016. Beginning on the date that is ninety (90) days after the Closing Date, so long as any amount is outstanding under the Carebourn Note, Carebourn may convert all or any portion of the balance of the Carebourn Note into shares of the Companys common stock Generally, the conversion price will be calculated by applying a discount of 40% to the average of the three (3) lowest closing bid prices for the common stock during the twenty (20) trading days immediately preceding the applicable conversion. Carebourn is generally prohibited from acquiring more than 4.99% of the Companys outstanding shares pursuant to the Carebourn Note. Derivatives The Typenex Note and the Carebourn Note described above have conversion features which are embedded derivatives as defined in FASB Accounting Standards Codification (ASC) 815. Derivative financial instruments are initially measured at their fair value and then are re-valued at each reporting date, with changes in fair value reported as charges or credits to income. At July 8, 2015 we valued the embedded derivative conversion feature for the Typenex Note to be $25,370. At July 30, 2015 we valued the embedded derivative conversion feature of the Carebourn Note to be $75,869. We determined the fair value of the two embedded conversion features based on available data using a binomial lattice valuation model given all the rights and obligations of the instruments. The Company recorded a discount on the Typenex Note and the Carebourn Note equal to the fair value of the derivative liability of the notes. The discount is being amortized using the straight line method over the term of the notes. Three Months Ended September 30, 2015 December 31, 2014 Principle $ 202,500 $ - Original issue discount and debt issuance costs (27,500) - Derivative liability at inception (101,239) - Amortization of discount on notes 26,876 - $ 100,637 $ - The Typenex Note derivative liability has been measured at fair value at September 30, 2015 using a binomial model. The inputs into the binomial model are as follows: September 30, 2015 December 31, 2014 Closing share price $ 0.0349 $ - Conversion price $ 0.0800 $ - Risk free rate 0.378% - Expected volatility 75% - Dividend yield 0% - Expected life 1.19 years - Lattice steps 310 - Conversion rest price $ 0.0211 $ - Base conversion factor 70% - Conversion factor trigger $ 0.0200 $ - Interest rate on note 10% - The Carebourn Note derivative liability has been measured at fair value at September 30, 2015 using a binomial model. The inputs into the binomial model are as follows: September 30, 2015 December 31, 2014 Closing share price $ 0.0349 $ - Conversion price $ 0.0800 $ - Risk free rate 0.203% - Expected volatility 75% - Dividend yield 0% - Expected life 0.58 years - Lattice steps 152 - Variable conversion factor 60% - Conversion factor trigger $ 0.0200 $ - Interest rate on note 10% - |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measures and Disclosures: | |
Fair Value Measurements | Note 6 Fair Value Measurements Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable: Level 1 - Quoted prices for identical instruments in active markets. Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable directly or indirectly. Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable. We are responsible for the valuation process and as part of this process we used data from an outside source to establish fair value. We performed due diligence to understand the inputs used or how the data was calculated or derived, and we corroborated the reasonableness of external inputs in the valuation process. The carrying amounts of our financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their generally short maturities. Assets and liabilities measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014 were as follows: Quoted Pricesin ActiveMarkets forIdenticalInstruments(Level 1) Significant Other Observable Inputs (Level 2) SignificantUnobservableInputs(Level 3) Total September 30, 2015 Liabilities: Derivative liability $ - $ - $ 103,169 $ 103,169 December 31, 2014 Liabilities: Derivative liability $ - $ - $ - $ - The fair value of the derivative liability, classified as Level 3, utilized a simulation analysis using a binomial lattice model and other unobservable inputs. Rollforward of Level 3 Net Liability The table below sets forth a summary of changes in the fair value of the Companys Level 3 liabilities for the three month period ended September 30, 2015: Balance, July 1, 2015 $ - Issuances 101,239 Settlements - Realized and unrealized (gains) losses included in earnings 1,930 Transfers into or out of level 3 - Balance, September 30, 2015 $ 103,169 The table below sets forth a summary of changes in the fair value of the Companys Level 3 liabilities for the nine month period ended September 30, 2015: Balance, January 1, 2015 $ - Issuances 101,239 Settlements - Realized and unrealized (gains) losses included in earnings 1,930 Transfers into or out of level 3 - Balance, September 30, 2015 $ 103,169 |
Condensed Consolidated Financia
Condensed Consolidated Financial Statement Details | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Consolidated Financial Statement Details | |
Condensed Consolidated Financial Statement Details | Note 7 Condensed Consolidated Financial Statement Details The following tables show the Companys condensed consolidated financial statement details as of September 30, 2015 and December 31, 2014: Prepaid expenses September 30, 2015 December 31, 2014 Insurance $ 45,706 $ 14,871 Other 3,230 55,230 $ 48,936 $ 70,101 Property and Equipment Estimated Useful Lives September 30, December 31, (Years) 2015 2014 Computers and software 2 - 5 $ 91,083 $ 91,083 Equipment 3 22,977 22,977 Gross property and equipment 114,060 114,060 Less accumulated depreciation (114,012) (113,398) Net property and equipment $ 48 $ 662 Depreciation expense was $34 and $576 for the three months ended September 30, 2015 and 2014, respectively. Depreciation expense was $613 and $1,827 for the nine months ended September 30, 2015 and 2014, respectively. Software Development Costs Estimated Useful Lives September 30, December 31, (Months) 2015 2014 Software development costs 18 $ 1,394,778 $ 1,293,920 Less accumulated amortization (1,260,492) (1,157,203) Net software development costs $ 134,286 $ 136,717 Amortization expense was $33,560 and $27,028 for the three months ended September` 30, 2015 and 2014, respectively. Amortization expense was $103,289 and $57,472 for the nine months ended September 30, 2015 and 2014, respectively. Accrued Expenses September 30, 2015 December 31, 2014 Personnel costs $ 12,942 9,497 Network costs 54,789 166,211 Subscription payable 150,645 - Other 9,500 29,113 $ 227,876 204,821 |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2015 | |
Note Payable | |
Note Payable | Note 8 Note Payable In May of 2015, the Company entered into a $57,600 financing agreement for the Companys annual directors and officers insurance. The term of the financing agreement is ten months and the interest rate is 4.94%. The first payment of $5,891 was made in June of 2015 and the final payment will be in March 2016. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes | |
Income Taxes | Note 9 - Income Taxes There is no income tax benefit for the losses for the nine month periods ended September 30, 2015 and 2014, since management has determined that the realization of the net deferred tax asset is not more likely than not to be realized and has created a valuation allowance for the entire amount of such benefit. Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. At December 31, 2014, we had no unrecognized tax benefits, or any tax related interest or penalties. There were no changes in unrecognized tax benefits during the period ended September 30, 2015. We did not recognize any interest or penalties during 2014 related to unrecognized tax benefits, or through the period ended September 30, 2015. |
Stockholders' Equity and Stock
Stockholders' Equity and Stock Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity and Stock Based Compensation | |
Stockholders' Equity and Stock Based Compensation | Note 10 - Stockholders Equity and Stock Based Compensation Stock Option Activity A summary of the Companys stock option activity for the nine month period ended September 30, 2015 is as follows: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance at December 31, 2014 2,340,000 $ 0.16 7.55 $ - Options granted 850,000 $ 0.10 9.29 - Options exercised - - - - Options forfeited 1,383,333 $ 0.11 8.45 - Balance at September 30, 2015 1,806,667 $ 0.17 6.69 $ - Exercisable at September 30, 2015 1,268,333 $ 0.19 6.98 $ - Expected to vest after September 30, 2015 538,336 $ 0.11 6.00 $ - Aggregate intrinsic value represents the value of the Companys closing stock price on the last trading day of the fiscal period in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable. The aggregate intrinsic value excludes the effect of stock options that have a zero or negative intrinsic value. Stock-Based Compensation Stock-based compensation cost for stock options is estimated at the grant date based on the fair-value as calculated by the Black-Scholes-Merton (BSM) option-pricing model. The BSM option-pricing model incorporates various assumptions including expected volatility, expected life and interest rates. The Companys computation of expected life is determined based on the simplified method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its equity shares have been publicly traded. The interest rate is based on the U.S. Treasury Yield curve in effect at the time of grant. The Companys computation of expected volatility is based on comparable companies average historical volatility. The Company does not expect to pay dividends. While the Company believes these estimates are reasonable, the estimated compensation expense would increase if the expected life was increased or a higher expected volatility was used. The Company recognizes stock-based compensation cost as expense on a straight-line basis over the requisite service period. On January 12, 2015, 850,000 stock options were granted to current employees and a contractor of the Company. We did not grant any options during the nine-month period ended September 30, 2014. As of September 30, 2015 there was approximately $92,000 of total unrecognized compensation cost related to stock options outstanding. This cost is expected to be recognized over a period of three years. Stock based compensation expense was $18,337 and $15,088 for the three months ended September 30, 2015 and 2014, respectively. Stock based compensation expense was $56,458 and $45,264 for the nine months ended September 30, 2015 and 2014, respectively. The Company entered into an employment agreement with Mark Pacchini, our CEO, on July 1, 2013. The agreement term is three years and includes mandatory bonuses payable in the Companys common stock if specific revenue goals are achieved in a twelve month period. On January 1, 2014, the revenue goals for this employment agreement were amended. The Company entered into a new employment agreement with Mark Pacchini, our CEO, on August 4, 2015. The agreement term is three years and includes mandatory bonuses payable in stock options if specific revenue goals are achieved in the Companys fiscal year. The revenue goals for this agreement remained the same as those set forth in Mr. Pacchinis previous employment agreement dated as of the January 1, 2014 which was replaced by the August 4, As of September 30, 2015 it did not appear probable that any of the required goals in the agreement will be achieved. As a result, there was no stock based compensation expense recognized related to this new agreement. The Company will reassess the probability of the Company achieving the revenue goals included in the agreement on a quarterly basis. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies {1} | |
Commitments and Contingencies | Note 11 Commitments and Contingencies Other Off-Balance Sheet Commitments On October 4, 2015 we moved our corporate headquarters to Oak Brook Terrace, Illinois, where we lease approximately 3,100 square feet of office space from Midwest Disability, P.A. under a lease contract that expires on October 31, 2016. Lease payments are approximately $3,200 a month. This facility accommodates our principal sales, marketing, operations, finance and administrative activities. Contract with Consultant In November 2014, rVue entered into an eight month consulting agreement that compensated the consultant with 483,871 restricted shares of rVue common stock. The agreement requires rVue to provide price protection on the shares which may result in the Company issuing additional shares to the consultant if the share price at the time of the removal of restriction on resale of such restricted shares falls below the share price at issuance. On October 26, 2015 rVue issued 1,016,529 shares of restricted shares of rVue common stock to complete the eight month consulting agreement with the consultant. Contingencies We are subject to certain legal proceedings that have not been adjudicated, which are discussed in Part II, Item 1 of this Form 10-Q under the heading Legal Proceedings. In the opinion of management, the Company does not have probable liability related to these legal proceedings that would materially adversely affect our financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. If we fail to prevail in any of these legal matters, the operating results of a particular reporting period could be materially adversely affected. |
Supplemental Non-Cash Informati
Supplemental Non-Cash Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Non-Cash Information | |
Supplemental Non-Cash Information | Note 12 Supplemental Non-Cash Information During the nine months ended September 30, 2014, the Company issued common stock totaling $42,000 to a vendor for accounting services performed in 2013 and issued common stock totaling $11,400 in the settlement of a lawsuit. At December 31, 2014, the Company had $45,000 of prepaid consulting services that was paid via the issuance of common stock in 2014. During the nine months ended September 30, 2015, the Company recognized consulting expenses of $45,000 related to the arrangement. In May of 2015, the Company entered into a $57,600 financing agreement for the Companys annual directors and officers insurance. During the nine months ended September 30, 2015, the Company recognized debt issuance costs of $26,087 related to the issuance of convertible notes. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events: | |
Subsequent Events | Note 13 Subsequent Events In preparing these condensed consolidated financial statements, we have evaluated events and transactions for potential recognition or disclosure through the date of filing. On October 22, 2015, 3,250,000 stock options were granted to current employees and contractors of the Company. On October 26, 2015 rVue issued 1,016,529 shares of restricted shares of rVue common stock to complete the eight month consulting agreement with the consultant. In October and November of 2015 the Company raised $170,000 in issuance of 7,555,354 shares of common stock. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Significant Accounting Policies | |
Basis of Presentation and Preparation | Basis of Presentation and Preparation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, fair values of financial instruments, useful lives of capitalized software development costs and property and equipment, fair values of stock-based awards, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. In the opinion of the Companys management, all adjustments (including normal recurring adjustments) considered necessary to present fairly the unaudited condensed consolidated financial statements have been made. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Companys annual consolidated financial statements and the notes thereto for the year ended December 31, 2014, included in our Annual Report on Form 10-K (the 2014 Form 10-K). The unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the entire year. |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
BASIC AND DILUTED LOSS PER COMMON SHARE | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss per common share: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Numerator: Net loss $ (315,859) $ (290,063) $ (1,020,275) $ (886,004) Denominator: Weighted-average shares outstanding 141,944,156 139,200,211 141,785,426 136,691,309 Effect of dilutive securities (1) - - - - Weighted-average diluted shares 141,944,156 139,200,211 141,785,426 136,691,309 Basic and diluted loss per share $ (0.00) $ (0.00) $ (0.01) $ (0.01) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | (1) The following stock options and warrants outstanding as of September 30, 2015 and 2014 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: Three Months Ended September 30, 2015 2014 Stock options - - Warrants 1,608 73,138 1,608 73,138 |
Schedule of Convertible Note Fi
Schedule of Convertible Note Financing (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Convertible Note Financing | |
Schedule of Convertible Note Financing | The Company recorded a discount on the Typenex Note and the Carebourn Note equal to the fair value of the derivative liability of the notes. The discount is being amortized using the straight line method over the term of the notes. Three Months Ended September 30, 2015 December 31, 2014 Principle $ 202,500 $ - Original issue discount and debt issuance costs (27,500) - Derivative liability at inception (101,239) - Amortization of discount on notes 26,876 - $ 100,637 $ - |
Schedule of Binomial model used to measure derivative liability of the notes at fair value | The Typenex Note derivative liability has been measured at fair value at September 30, 2015 using a binomial model. The inputs into the binomial model are as follows: September 30, 2015 December 31, 2014 Closing share price $ 0.0349 $ - Conversion price $ 0.0800 $ - Risk free rate 0.378% - Expected volatility 75% - Dividend yield 0% - Expected life 1.19 years - Lattice steps 310 - Conversion rest price $ 0.0211 $ - Base conversion factor 70% - Conversion factor trigger $ 0.0200 $ - Interest rate on note 10% - The Carebourn Note derivative liability has been measured at fair value at September 30, 2015 using a binomial model. The inputs into the binomial model are as follows: September 30, 2015 December 31, 2014 Closing share price $ 0.0349 $ - Conversion price $ 0.0800 $ - Risk free rate 0.203% - Expected volatility 75% - Dividend yield 0% - Expected life 0.58 years - Lattice steps 152 - Variable conversion factor 60% - Conversion factor trigger $ 0.0200 $ - Interest rate on note 10% - |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Fair Value Measurements | |
Schedule of Assets and Liabilities measured at a fair value | Assets and liabilities measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014 were as follows: Quoted Pricesin ActiveMarkets forIdenticalInstruments(Level 1) Significant Other Observable Inputs (Level 2) SignificantUnobservableInputs(Level 3) Total September 30, 2015 Liabilities: Derivative liability $ - $ - $ 103,169 $ 103,169 December 31, 2014 Liabilities: Derivative liability $ - $ - $ - $ - The fair value of the derivative liability, classified as Level 3, utilized a simulation analysis using a binomial lattice model and other unobservable inputs. |
Schedule of Summary of Changes in the fair value of the Company's Level 3 liabilities | The table below sets forth a summary of changes in the fair value of the Companys Level 3 liabilities for the three month period ended September 30, 2015: Balance, July 1, 2015 $ - Issuances 101,239 Settlements - Realized and unrealized (gains) losses included in earnings 1,930 Transfers into or out of level 3 - Balance, September 30, 2015 $ 103,169 The table below sets forth a summary of changes in the fair value of the Companys Level 3 liabilities for the nine month period ended September 30, 2015: Balance, January 1, 2015 $ - Issuances 101,239 Settlements - Realized and unrealized (gains) losses included in earnings 1,930 Transfers into or out of level 3 - Balance, September 30, 2015 $ 103,169 |
Condensed Consolidated Financ24
Condensed Consolidated Financial Statement Details (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Consolidated Financial Statement Details (Tables) | |
Schedule of Condensed Financial Statements | The following tables show the Companys condensed consolidated financial statement details as of September 30, 2015 and December 31, 2014: Prepaid expenses September 30, 2015 December 31, 2014 Insurance $ 45,706 $ 14,871 Other 3,230 55,230 $ 48,936 $ 70,101 Property and Equipment Estimated Useful Lives September 30, December 31, (Years) 2015 2014 Computers and software 2 - 5 $ 91,083 $ 91,083 Equipment 3 22,977 22,977 Gross property and equipment 114,060 114,060 Less accumulated depreciation (114,012) (113,398) Net property and equipment $ 48 $ 662 |
Schedule of Depreciation expense | Depreciation expense was $34 and $576 for the three months ended September 30, 2015 and 2014, respectively. Depreciation expense was $613 and $1,827 for the nine months ended September 30, 2015 and 2014, respectively. Software Development Costs Estimated Useful Lives September 30, December 31, (Months) 2015 2014 Software development costs 18 $ 1,394,778 $ 1,293,920 Less accumulated amortization (1,260,492) (1,157,203) Net software development costs $ 134,286 $ 136,717 |
Schedule of Amortization expenses | Amortization expense was $33,560 and $27,028 for the three months ended September` 30, 2015 and 2014, respectively. Amortization expense was $103,289 and $57,472 for the nine months ended September 30, 2015 and 2014, respectively. Accrued Expenses September 30, 2015 December 31, 2014 Personnel costs $ 12,942 9,497 Network costs 54,789 166,211 Subscription payable 150,645 - Other 9,500 29,113 $ 227,876 204,821 |
Summary of stock option (Tables
Summary of stock option (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of stock option (Tables) | |
Summary of stock option (Tables) | A summary of the Companys stock option activity for the nine month period ended September 30, 2015 is as follows: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance at December 31, 2014 2,340,000 $ 0.16 7.55 $ - Options granted 850,000 $ 0.10 9.29 - Options exercised - - - - Options forfeited 1,383,333 $ 0.11 8.45 - Balance at September 30, 2015 1,806,667 $ 0.17 6.69 $ - Exercisable at September 30, 2015 1,268,333 $ 0.19 6.98 $ - Expected to vest after September 30, 2015 538,336 $ 0.11 6.00 $ - |
Going Concern (Details)
Going Concern (Details) | Sep. 30, 2015USD ($) |
Going Concern Details | |
Accumulated deficit | $ 13,688,751 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net loss | $ (315,859) | $ (290,063) | $ (1,020,275) | $ (886,004) |
Denominator: | ||||
Weighted-average shares outstanding | 141,944,156 | 139,200,211 | 141,785,426 | 136,691,309 |
Effect of dilutive securities (1) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted-average diluted shares | 141,944,156 | 139,200,211 | 141,785,426 | 136,691,309 |
Basic and diluted loss per share | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Stock options and warrants outs
Stock options and warrants outstanding not included in the computation of dilutive loss per share (Details) - shares | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Stock options and warrants outstanding not included in the computation of dilutive loss per share Details | ||
Stock options | 0 | 0 |
Warrants | 1,608 | 73,138 |
Total Stock options and Warrants | 1,608 | 73,138 |
Financial Instruments (Details)
Financial Instruments (Details) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts Receivable: | ||
Accounts receivable from three of customers accounted for (percent) | 100.00% | 99.40% |
Typenex Convertible Note Financ
Typenex Convertible Note Financing (Details) | Jul. 08, 2015USD ($)$ / shares |
Typenex Convertible Note Financing Details | |
Convertible promissory note issued, principal | $ 225,000 |
Convertible promissory note issued, interest rate | 10.00% |
Convertible promissory note issued, term (months) | 17 |
Convertible promissory note issued, original issue discount (OID) | $ 22,500 |
Initial tranche in cash | 75,000 |
Gross proceeds | 87,500 |
Less OID | 7,500 |
Expense reimbursements | 5,000 |
Future commitments of three promissory notes | 55,000 |
Three promissory notes, gross proceeds | 55,000 |
Three promissory notes, OID | 5,000 |
Typenex installments required to be paid, principal | $ 21,041 |
Conversion price | $ / shares | $ 0.08 |
Percent of discount applied to calculate market price | 30.00% |
Carebourn Convertible Note Fina
Carebourn Convertible Note Financing (Details) | Jul. 30, 2015USD ($) |
Carebourn Convertible Note Financing Details | |
Convertible promissory note issued, principal | $ 115,000 |
Convertible promissory note issued, interest rate | 10.00% |
Convertible promissory note issued, term (months) | 9 |
Net proceeds | $ 100,000 |
Gross proceeds | 115,000 |
Less OID | 10,000 |
Expense reimbursements | $ 5,000 |
Convertible Note Financing - De
Convertible Note Financing - Derivatives (Details) - USD ($) | Jul. 30, 2015 | Jul. 08, 2015 |
Convertible Note Financing - Derivatives Details | ||
Embedded derivative conversion feature for Typenex Note | $ 25,370 | |
Embedded derivative conversion feature for Carebourn Note | $ 75,869 |
Typenex Note and Carebourn Note
Typenex Note and Carebourn Note Amortized (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Typenex Note and Carebourn Note Amortized Details | ||
Principle | $ 202,500 | $ 0 |
Original issue discount and debt issuance costs | (27,500) | 0 |
Derivative liability at inception | (101,239) | 0 |
Amortization of discount on notes | 26,876 | 0 |
Total discount on the Typenex Note and Carebourn Note | $ 100,637 | $ 0 |
Typenex Note derivative liabili
Typenex Note derivative liability measured at fair value using a binomial model (Details) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Typenex Note derivative liability measured at fair value using a binomial model Details | ||
Closing share price | $ 0.0349 | $ 0 |
Conversion price | $ 0.0800 | $ 0 |
Risk free rate | 0.38% | 0.00% |
Expected volatility | 75.00% | 0.00% |
Dividend yield | 0.00% | 0.00% |
Expected life (Years) | 1.19 | 0 |
Lattice steps | 310 | 0 |
Conversion rest price | $ 0.0211 | $ 0 |
Base conversion factor | 70.00% | 0.00% |
Conversion factor trigger | $ 0.0200 | $ 0 |
Interest rate on note | 10.00% | 0.00% |
Carebourn Note derivative liabi
Carebourn Note derivative liability measured at fair value using a binomial model (Details) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Carebourn Note derivative liability measured at fair value using a binomial model Details | ||
Closing share price | $ 0.0349 | $ 0 |
Conversion price | $ 0.0800 | $ 0 |
Risk free rate | 0.20% | 0.00% |
Expected volatility | 75.00% | 0.00% |
Dividend yield | 0.00% | 0.00% |
Expected life (Years) | 0.58 | 0 |
Lattice steps | 152 | 0 |
Variable conversion factor | 60.00% | 0.00% |
Conversion factor trigger | $ 0.0200 | $ 0 |
Interest rate on note | 10.00% | 0.00% |
Assets and liabilities measured
Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | ||
Liabilities: | $ 0 | $ 0 |
Derivative liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Liabilities: | 0 | 0 |
Derivative liability | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Liabilities: | 103,169 | 0 |
Derivative liability | 0 | 0 |
Total Member | ||
Liabilities: | 103,169 | 0 |
Derivative liability | $ 0 | $ 0 |
Summary of changes in the fair
Summary of changes in the fair value of the Company's Level 3 liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Summary of changes in the fair value of the Company's Level 3 liabilities Details | ||
Balance, July 1, 2015 | $ 0 | $ 0 |
Issuances | 101,239 | 101,239 |
Settlements | 0 | 0 |
Realized and unrealized (gains) losses included in earnings | 1,930 | 1,930 |
Transfers into or out of level 3 | 0 | 0 |
Balance, September 30, 2015 | $ 103,169 | $ 103,169 |
Condensed consolidated financ38
Condensed consolidated financial statement details (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Prepaid expenses: | ||
Insurance | $ 45,706 | $ 14,871 |
Other | 3,230 | 55,230 |
Prepaid expenses | 48,936 | 70,101 |
Property and Equipment: | ||
Computers and software | 91,083 | 91,083 |
Equipment | 22,977 | 22,977 |
Gross property and equipment | 114,060 | 114,060 |
Less accumulated depreciation | (114,012) | (113,398) |
Property and equipment, net | $ 48 | $ 662 |
Property and Equipment estimate
Property and Equipment estimated useful life (Years) (Details) | 3 Months Ended |
Sep. 30, 2015 | |
Property and Equipment estimated useful life: | |
Computers and software estimated useful life (Years) | 2 to 5 years |
Furniture and equipment estimated useful life (Years) | 3 years |
Software development estimated useful life (Months) | 18 months |
Depreciation expense (Details)
Depreciation expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Depreciation expense during the period: | ||||
Depreciation expense | $ 34 | $ 576 | $ 613 | $ 1,827 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Software Development Costs: | ||
Software development costs Gross | $ 1,394,778 | $ 1,293,920 |
Less accumulated amortization | (1,260,492) | (1,157,203) |
Software development costs | $ 134,286 | $ 136,717 |
Amortization expense (Details)
Amortization expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Amortization expense: | ||||
Amortization expense | $ 33,560 | $ 27,028 | $ 103,289 | $ 57,472 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accrued Expenses: | ||
Personnel costs | $ 12,942 | $ 9,497 |
Network costs | 54,789 | 166,211 |
Subscription payable | 150,645 | 0 |
Other | 9,500 | 29,113 |
Accrued expenses | $ 227,876 | $ 204,821 |
Note Payable (Details)
Note Payable (Details) - USD ($) | Sep. 30, 2015 | May. 31, 2015 |
Note Payable Details | ||
Financing agreement for the Company's annual directors and officers insurance, value | $ 57,600 | |
Interest rate | 4.94% | |
Term of the agreement in months | 10 | |
First payment | $ 5,891 |
Summary of stock option activit
Summary of stock option activity (Details) {Stockholders'Equity} | 9 Months Ended |
Sep. 30, 2015USD ($)shares | |
Number of Options | |
Balance Options | 2,340,000 |
Options granted | $ | $ 850,000 |
Options exercised | $ | 0 |
Options forfeited | $ | $ 1,383,333 |
Balance Options. | 1,806,667 |
Exercisable | 1,268,333 |
Expected to vest after | 538,336 |
Weighted Average Exercise Price Per Share | |
Balance Options | 0.16 |
Options granted | $ | $ 0.10 |
Options exercised | $ | 0 |
Options forfeited | $ | $ 0.11 |
Balance Options. | 0.17 |
Exercisable | 0.19 |
Expected to vest after | 0.11 |
Weighted Average Remaining contractual Term | |
Balance Options | 7.55 |
Options granted | $ | $ 9.29 |
Options exercised | $ | 0 |
Options forfeited | $ | $ 8.45 |
Balance Options. | 6.69 |
Exercisable | 6.98 |
Expected to vest after | 6 |
Aggregate Intrinsic Value | |
Balance Options | 0 |
Options granted | $ | $ 0 |
Options exercised | $ | 0 |
Options forfeited | $ | $ 0 |
Balance Options. | 0 |
Exercisable | 0 |
Expected to vest after | 0 |
Stock-based compensation (Detai
Stock-based compensation (Details) - USD ($) | Oct. 22, 2015 | Sep. 30, 2015 | Jan. 12, 2015 |
Stock-Based Compensation: | |||
Stock options were granted to current employees and a contractor of the Company | 3,250,000 | 850,000 | |
Total unrecognized compensation cost related to stock options outstanding | $ 92,000 |
Stock-based compensation - Duri
Stock-based compensation - During the period (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock-based compensation - During the period: | ||||
Stock-based compensation expense | $ 18,337 | $ 15,088 | $ 56,458 | $ 45,264 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Oct. 26, 2015shares | Oct. 04, 2015USD ($) | Nov. 01, 2014shares |
Other Off-Balance Sheet Commitments: | |||
Leased office space | 3,100 | ||
Leased office space at a rate of approximately per month | $ | $ 3,200 | ||
Contract with Consultant: | |||
Shares of common stock issued as compensation to consultant | 1,016,529 | 483,871 |
Supplemental Non-Cash Informa49
Supplemental Non-Cash Information (Details) - USD ($) | May. 31, 2015 | Dec. 31, 2014 |
Supplemental Non-Cash Information Details | ||
Value of prepaid consulting services that was paid via the issuance of common stock | $ 45,000 | |
Financing agreement for the Company's annual directors and officers insurance, value | $ 57,600 |
Supplemental Non-Cash Informa50
Supplemental Non-Cash Information - During the period (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Non-Cash Information -During the period Details | ||
Issuance of common stock totaling for accounting services | 42,000 | |
Issued common stock totaling | $ 11,400 | |
Company recognized consulting expenses related to to the arrangement | $ 45,000 | |
Debt issuance costs related to the issuance of convertible notes recognized | $ 26,087 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 01, 2015USD ($)shares |
Subsequent Events Details | |
Stock options granted to current employees and contractors | 3,250,000 |
Restricted shares of common stock issued as compensation to consultant | 1,016,529 |
Shares issued in October and November 2015 | 7,555,354 |
Shares issued in October and November 2015, amount raised | $ | $ 170,000 |