Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 20, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'RVUE HOLDINGS, INC. | ' | ' |
Entity Central Index Key | '0001455206 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'RVUE | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 135,603,618 | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $11,677,670 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $844,589 | $848,174 |
Accounts receivable net of allowance of nil in 2013 and 2012 | 124,993 | 163,074 |
Prepaid expenses | 10,856 | 56,380 |
Total current assets | 980,438 | 1,067,628 |
Property and equipment, net | 3,065 | 8,548 |
Software development costs | 80,600 | 23,232 |
Deposits | 10,680 | 13,510 |
Assets | 1,074,783 | 1,112,918 |
Current liabilities: | ' | ' |
Accounts payable | 132,121 | 154,600 |
Accrued expenses | 113,384 | 389,848 |
Subscription Investment Payable | 25,000 | 270,000 |
Deferred revenue | 0 | 11,975 |
Total current liabilities | 270,505 | 826,423 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholders' equity: | ' | ' |
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 and 140,000,000 shares authorized at December 31, 2013 and 2012 respectively 132,221,476 and 100,691,954 shares issued and outstanding at December 31, 2013 and 2012, respectively | 132,222 | 100,692 |
Additional paid-in capital | 12,418,899 | 9,802,786 |
Accumulated deficit | -11,746,843 | -9,616,983 |
Total stockholders' equity | 804,278 | 286,495 |
Liabilities and Stockholders' Equity | $1,074,783 | $1,112,918 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for doubtful accounts (in dollars) | $0 | $0 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 240,000,000 | 140,000,000 |
Common stock, shares issued | 132,221,476 | 100,691,954 |
Common stock, shares outstanding | 132,221,476 | 100,691,954 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue | ' | ' |
rVue fees | $508,406 | $197,444 |
Network | 166,000 | 404,919 |
Revenues | 674,406 | 602,363 |
Costs and expenses | ' | ' |
Cost of revenue | 387,565 | 211,988 |
Selling, general and administrative expenses | 2,377,192 | 2,328,669 |
Depreciation and amortization | 39,815 | 444,748 |
Interest income | -306 | -807 |
Interest expense | 0 | 1,033,717 |
Change in fair value of derivative | 0 | -229,182 |
Loss on early extinguishment of debt | 0 | 652,628 |
Operating Expenses | 2,804,266 | 4,441,761 |
Loss before provision for income taxes | -2,129,860 | -3,839,398 |
Provision for income taxes | 0 | 0 |
Net loss | ($2,129,860) | ($3,839,398) |
Net loss per common share - basic and diluted (in dollar per share) | ($0.02) | ($0.07) |
Shares used in computing net loss per share: | ' | ' |
Basic and diluted (in shares) | 115,985,296 | 54,239,732 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2011 | ($362,196) | $0 | $37,384 | $5,378,005 | ($5,777,585) |
Balance (in shares) at Dec. 31, 2011 | ' | 0 | 37,383,725 | ' | ' |
Shares Issued for Sevices or Debt Issuance Costs | 133,100 | 0 | 655 | 132,445 | 0 |
Shares Issued for Sevices or Debt Issuance Costs (in shares) | ' | 0 | 655,000 | ' | ' |
Shares issued upon exercise of stock options | 0 | 0 | 352 | -352 | 0 |
Shares issued upon exercise of stock options (in shares) | 1,356,880 | 0 | 351,787 | ' | ' |
Stock based compensation expense | 17,425 | 0 | 0 | 17,425 | 0 |
Stock based compensation expense (in shares) | ' | 0 | 0 | ' | ' |
Shares Issued | 1,200,000 | 0 | 20,000 | 1,180,000 | 0 |
Shares Issued (in shares) | ' | 0 | 20,000,000 | ' | ' |
Shares Issued upon the Coversion of Notes | 2,537,895 | 0 | 42,301 | 2,495,594 | 0 |
Shares Issued upon the Coversion of Notes (in shares) | ' | 0 | 42,301,442 | ' | ' |
Elimination of derivative warrant | 446,419 | 0 | 0 | 446,419 | ' |
Issuance of warrants included in the convertible debt | 153,250 | 0 | 0 | 153,250 | 0 |
Net loss | -3,839,398 | 0 | 0 | 0 | -3,839,398 |
Balance at Dec. 31, 2012 | 286,495 | 0 | 100,692 | 9,802,786 | -9,616,983 |
Balance (in shares) at Dec. 31, 2012 | ' | 0 | 100,691,954 | ' | ' |
Shares Issued for Services | 350,918 | 0 | 2,786 | 348,131 | 0 |
Shares Issued for Services (in shares) | 4,400,000 | 0 | 2,786,666 | ' | ' |
Stock based compensation expense | 775,225 | 0 | 4,400 | 770,825 | 0 |
Stock based compensation expense (in shares) | ' | 0 | 4,400,000 | ' | ' |
Shares Issued | 1,521,500 | 0 | 24,342 | 1,497,157 | 0 |
Shares Issued (in shares) | ' | 0 | 24,342,856 | ' | ' |
Net loss | -2,129,860 | 0 | 0 | 0 | -2,129,860 |
Balance at Dec. 31, 2013 | $804,278 | $0 | $132,222 | $12,418,899 | ($11,746,843) |
Balance (in shares) at Dec. 31, 2013 | ' | 0 | 132,221,476 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities | ' | ' |
Net loss | ($2,129,860) | ($3,839,398) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 39,815 | 390,373 |
Amortization of debt issuance costs | 0 | 54,375 |
Stock-based compensation expense | 775,225 | 17,425 |
Common stock issued for services | 167,500 | 38,100 |
Convertible loan interest | 0 | 1,033,717 |
Change in fair value of derivative liability | 0 | -229,182 |
Loss on early extinguishment of debt | 0 | 652,628 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 38,081 | -57,871 |
Prepaid expenses | 45,525 | 122,040 |
Accounts payable | -22,479 | 47,542 |
Accrued expenses | -162,047 | -66,491 |
Deferred revenue | -11,975 | -20,000 |
Cash used in operating activities | -1,260,215 | -1,951,826 |
Investing activities | ' | ' |
Payments for property, equipment and software development | -91,700 | -128,795 |
Changes in deposits | 2,830 | 3,878 |
Cash used in investing activities | -88,870 | -124,917 |
Financing activities | ' | ' |
Proceeds from issuance of Common Stock | 1,320,500 | 1,200,000 |
Investment Subscription Received | 25,000 | 270,000 |
Proceeds from convertible notes | 0 | 1,435,000 |
Cash provided by financing activities | 1,345,500 | 2,905,000 |
Increase/(decrease) in cash and cash equivalents | -3,585 | 828,257 |
Cash and cash equivalents, beginning of year | 848,174 | 19,917 |
Cash and cash equivalents, end of year | $844,589 | $848,174 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Significant Accounting Policies [Text Block] | ' | ||
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 for the Digital Out-of-Home (“DOOH”) industry. Prior to May 13, 2010, we were a shell company in the development stage, had no revenue, and our efforts were devoted to entering the automobile export business. | |||
On March 29, 2010, we filed an Amended and Restated Articles of Incorporation to, among other things: (1) change our name from “Rivulet International, Inc.” to “rVue Holdings, Inc.”; and (2) increase the number of our authorized shares of capital stock from 75,000,000 shares to 150,000,000 shares, divided into two classes: 140,000,000 shares of common stock, par value $.001 per share, and 10,000,000 shares of preferred stock, par value $.001 per share. | |||
On May 13, 2010, we acquired all of the issued and outstanding capital stock and the business of rVue, Inc., a Delaware corporation ("rVue, Inc.") from Argo Digital Solutions, Inc., a Delaware corporation ("Argo"), as well as any and all assets related to the rVue business held by Argo, pursuant to an asset purchase agreement, dated as of May 13, 2010. We disposed of our pre-transaction assets and liabilities and succeeded to the business of rVue as our sole line of business. rVue, Inc., which began operations on September 15, 2009, became the accounting acquirer of the Company for financial statement purposes. | |||
Basis of Presentation and Preparation | |||
The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. | |||
The preparation of consolidated financial statements in conformity with U.S. 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 developments 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. | |||
Cash and Cash Equivalents | |||
We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. | |||
Accounts Receivable | |||
We record accounts receivable at the invoiced amount and we do not charge interest. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible receivables. We review the accounts receivable by amounts due by customers which are past due to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. | |||
Property and Equipment | |||
We account for property and equipment at cost less accumulated depreciation and amortization. We compute depreciation using the straight-line method over the estimated useful lives of the assets, generally two to five years. Depreciation for equipment commences once it is placed in service and depreciation for leasehold improvements, if any, commences once they are ready for their intended use and are amortized over their estimated useful lives, or the term of the lease, whichever is shorter. Maintenance and repair costs are expensed as incurred. | |||
Software Development Costs | |||
We capitalize costs incurred for the production of computer software that generates the functionality of our demand-side platform (“DSP”). Capitalized software development costs typically include direct labor and related overhead for software which we produce, as well as the cost of software purchased from third parties. Costs incurred for a product prior to the determination that the product is technologically feasible ( i.e. research and development costs), as well as maintenance costs for established products, are expensed as incurred. Once technological feasibility has been established, development costs are capitalized until the software has completed testing and is released for use by the public. We also capitalize eligible costs to acquire or develop internal-use software (such as billing and accounting) that are incurred subsequent to the preliminary project stage. | |||
Derivative Instruments | |||
In 2012 and 2011, we entered into a Promissory Note Purchase Agreement and issued notes which are convertible into shares of our common stock. We determined under Accounting Standards Codification Topic 815, Derivatives and Hedging , (“ASC 815”) that the conversion feature is an embedded derivative. Embedded derivatives that are not clearly and closely related to the host contract (the notes) are bifurcated and recognized at fair value with changes in fair value recognized as either a gain or loss in earnings if they can be reliably measured. We determined the fair value of the notes and the embedded derivative based on available market data using a binomial lattice valuation model, giving consideration to all of the rights and obligations of the instrument. The convertible debt was converted into common stock in September 2012. | |||
Revenue Recognition | |||
Our revenues are derived from advertising campaigns placed through rVue, the maintenance of certain private networks, and the production and distribution of network programming. Revenue is recognized as follows: | |||
⋅ | Advertising revenue is recognized in the period in which the advertising impressions occur. Revenue arrangements are evidenced by a fully executed insertion order (“IO”). Generally, IO’s state the number and type of advertising impressions (cost-per-thousand) to be delivered, the agreed upon rate for each delivered impression, and a fixed period of time for delivery. | ||
In the normal course of business, the Company frequently contracts with advertising agencies on behalf of their advertiser clients. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, because the Company is the primary obligator and is responsible for (i) fulfilling the advertisement delivery, (ii) establishing the selling prices for delivery of the advertisements, and (iii) performing all billing and collection activities including retaining credit risk, the Company acts as the principal in these arrangements and therefore reports revenue and costs incurred on a gross basis. | |||
⋅ | Revenue from the maintenance of private networks, and the production and distribution of network programming content, either under contract or on a piece by piece or monthly basis, is recognized ratably over the term of the related service period if the fees are fixed and determinable, delivery has occurred and collection is probable. | ||
We record deferred revenue when we receive payment in advance of the performance of services. | |||
Stock Based Compensation | |||
We have elected to use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair value of stock options on the grant dates. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period. We will recognize a benefit from stock-based compensation in equity if an incremental tax benefit is realized by following the ordering provisions of the tax law. Further information regarding stock-based compensation can be found in Note 11, “Stockholders’ Equity and Stock-Based Compensation”. | |||
Income Taxes | |||
We recognize income taxes under the liability method. We recognize deferred income taxes for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which differences are expected to reverse. We recognize the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured to determine the actual amount of benefit to recognize in our financial statements. See Note 12, “Income Taxes” for additional information. | |||
Fair Value Measurements | |||
The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their generally short maturities. At December 31, 2011, the embedded derivative liability is reported at fair value calculated using a binomial lattice model. The embedded derivative liability was eliminated during 2012. | |||
Advertising and Marketing Expenses | |||
We expense advertising and marketing costs in the period in which they are incurred. For the years ended December 31, 2013 and 2012 advertising and marketing expenses totaled $83,546 and $32,323, respectively. | |||
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Going Concern [Abstract] | ' |
Going Concern [Text Block] | ' |
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 $ 11,746,843 at December 31, 2013. 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 business. Management’s plans in order to meet our operating cash flow requirements will include financing activities such as private placements of common stock and the continued establishment of strategic relationships which we expect will lead to the generation of additional revenue opportunities. | |
While we believe that we should be successful in obtaining the necessary financing to fund our operations, there are no assurances 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 | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings Per Share [Text Block] | ' | |||||||
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 we incurred losses attributable to common stockholders during the years ended December 31, 2013 and 2012, diluted loss per common share has not been computed by giving effect to all potentially dilutive common shares that were outstanding during the years ended December 31, 2013 and 2012. Dilutive common shares consist of incremental shares issuable upon the exercise of stock options and warrants to the extent that the average fair value of our common stock for each period is greater than the exercise price of the derivative securities. | ||||||||
The following table sets forth the computation of basic and diluted loss per common share: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Numerator: | ||||||||
Net loss | $ | -2,129,860 | $ | -3,839,398 | ||||
Denominator: | ||||||||
Weighted-average shares outstanding | 115,985,296 | 54,239,732 | ||||||
Effect of dilutive securities (1) | - | |||||||
Weighted-average diluted shares | 115,985,296 | 54,239,732 | ||||||
Basic and diluted loss per share | $ | -0.02 | $ | -0.07 | ||||
The following stock options, warrants outstanding and convertible notes as of December 31, 2013 and 2012 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: | ||||||||
2013 | 2012 | |||||||
Stock options | 41,562 | - | ||||||
Warrants | 167,062 | - | ||||||
Convertible notes | - | - | ||||||
208,624 | - | |||||||
Financial_Instruments
Financial Instruments | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Investments, All Other Investments [Abstract] | ' | |||||||
Financial Instruments Disclosure [Text Block] | ' | |||||||
Note 4 - Financial Instruments | ||||||||
Cash and Cash Equivalents | ||||||||
The following table summarizes the fair value of our cash and cash equivalents at December 31, 2013 and 2012: | ||||||||
2013 | 2012 | |||||||
Cash | $ | 844,589 | $ | 17,193 | ||||
Cash equivalents - money market funds | - | 830,981 | ||||||
Total cash and cash equivalents | $ | 844,589 | $ | 848,174 | ||||
Accounts Receivable | ||||||||
We sell our services directly to our customers. We generally do not require collateral from our customers; however, we will require collateral in certain instances to limit credit risk. Accounts receivable from three of our customers accounted for 80.9% of accounts receivable as of December 31, 2013. Accounts receivable from one of our customers accounted for 85.5% of accounts receivable as of December 31, 2012. We had no allowance for doubtful accounts at December 31, 2013 and 2012. There were no bad debt expenses for the years ended December 31, 2013 and 2012. See Note 14 “Concentrations” for additional information. | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
Note 5 – 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. | ||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2013 and 2012 were as follows: | ||||||||||||||
Quoted Prices | ||||||||||||||
in Active | Significant | |||||||||||||
Markets for | Other | Significant | ||||||||||||
Identical | Observable | Unobservable | ||||||||||||
Instruments | Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | |||||||||||
31-Dec-13 | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents - money market funds | $ | 844,589 | $ | - | $ | - | $ | 844,589 | ||||||
31-Dec-12 | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents - money market funds | $ | 830,981 | $ | - | $ | - | $ | 830,981 | ||||||
The fair value of the money market funds, classified as Level 1, utilized quoted prices in active markets. | ||||||||||||||
The fair value of 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 Company’s Level 3 liabilities for the year ended December 31, 2012: | ||||||||||||||
Balance, January 1, 2012 | $ | 100,900 | ||||||||||||
Issuances | 1,336,127 | |||||||||||||
Settlements | -1,207,845 | |||||||||||||
Realized and unrealized (gains) losses included in earnings | -229,182 | |||||||||||||
Transfers into or out of level 3 | - | |||||||||||||
Balance, December 31, 2012 | $ | - | ||||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||||
Note 6 – Property and Equipment | ||||||||||
Estimated | 2013 | 2012 | ||||||||
Useful | ||||||||||
Lives | ||||||||||
(Years) | ||||||||||
Computers and software | 5-Feb | $ | 91,083 | $ | 86,977 | |||||
Equipment | 3 | 22,977 | 22,573 | |||||||
114,060 | 109,550 | |||||||||
Less accumulated depreciation and amortization | -110,995 | -101,002 | ||||||||
Property and equipment, net | $ | 3,065 | $ | 8,548 | ||||||
Depreciation expense was $9,992 and $38,046 for the years ended December 31, 2013 and 2012, respectively. | ||||||||||
Software_Development_Costs
Software Development Costs | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Research and Development [Abstract] | ' | |||||||||
Research, Development, and Computer Software Disclosure [Text Block] | ' | |||||||||
Note 7 – Software Development Costs | ||||||||||
Estimated | 2013 | 2012 | ||||||||
Useful | ||||||||||
Lives | ||||||||||
(Months) | ||||||||||
Software development costs | 18 | $ | 1,148,713 | $ | 1,061,522 | |||||
Less accumulated amortization | -1,068,113 | -1,038,290 | ||||||||
Software development costs, net | $ | 80,600 | $ | 23,232 | ||||||
Amortization expense was $29,823 and $352,327 for the years ended December 31, 2013 and 2012, respectively. | ||||||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
Note 8 – Accrued Expenses | ||||||||
2013 | 2012 | |||||||
Investor relations fees | $ | - | $ | 5,600 | ||||
Personnel costs | 18,966 | 52,191 | ||||||
Directors fees | - | 144,667 | ||||||
Professional fees | 39,000 | 69,724 | ||||||
Network costs | 37,917 | 44,209 | ||||||
Deferred rent | - | 8,682 | ||||||
Other | 17,500 | 32,275 | ||||||
Consulting fees | - | 27,500 | ||||||
$ | 113,383 | $ | 389,848 | |||||
Convertible_Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2013 | |
Convertible Notes Payable [Abstract] | ' |
Convertible Notes [Text Block] | ' |
Note 9 – Convertible Notes | |
On January 27, 2012, we entered into Secured Promissory Note Purchase Agreements (“New Agreements”) with investors (“New Investors”) for the purchase of promissory notes (“New Notes”) with an aggregate principal amount of $935,000. The Promissory Note Purchase Agreement (“PNPA”) Investors agreed to convert their Notes issued in 2011, totaling $288,067, into New Notes. The 2011 Notes were carried at $193,911, net of unamortized original issue discount of $76,700, resulting in a loss on early extinguishment of the Notes of $17,456, and a gain of $24,200 on the change in the fair value of derivatives. | |
We issued to the New Investors and the PNPA Investors New Notes with an aggregate principal amount of $1,223,067 and warrants to purchase 3,057,666 shares of our common stock at $.20 per share, exercisable for a period of five years (the “Series C Warrants”). The New Notes are secured by all of our assets and bear interest at the rate of 6% per annum. Principal and accrued interest is due at maturity on January 31, 2013 (the “Maturity Date”). If, prior to maturity, we consummate a financing or related financing of equity securities with aggregate gross proceeds of a least $500,000 (collectively, a “Subsequent Offering”) then all of the unpaid principal amount of the New Notes and any accrued but unpaid interest thereon shall automatically be deemed converted into fully paid and non-assessable securities of the Company sold in the Subsequent Offering (the “Subsequent Offering Securities”) on the same terms and conditions as the other investors in the Subsequent Offering; provided, however, that the number of Subsequent Offering Securities to be issued to the holders of the New Notes upon such conversion shall be equal to the quotient, rounded to the nearest whole number, obtained by dividing (x) the unpaid principal amount of the New Note plus any accrued but unpaid interest thereon by the lower of (y) 70% of the price per security issued in the Subsequent Offering or (z) $.20 (the “Conversion Price”). If no Subsequent Offering is closed by the Company by the Maturity Date, then all of the unpaid principal and interest due under the New Notes will be due and payable, and may, at the option of the holder, be converted into shares of our common stock at a conversion price of $0.20. In the event that we fail to raise $1.5 million in common equity by July 24, 2012, the Conversion Price shall be reduced from $.20 to $.10 and the exercise price of the Series C Warrants shall be reduced to $.10 (“Ratchet Provision”). | |
On May 10, 2012, we amended the New Agreement to: (i) increase the maximum aggregate principal amount of the Notes issuable under the New Agreement to $1,775,000 from $1,275,000, (ii) remove the ratchet provision in the New Agreement and all references thereto in the Notes and Warrants, and (iii) change the collateral agent with respect thereto. | |
On May 11, 2012, we issued additional New Notes in the aggregate principal amount of $300,000 and Series C Warrants to purchase 750,000 shares of our common stock at $0.20 per share, exercisable for a period of five years to an entity that is wholly owned by a stockholder and director of ours. We received net proceeds of $300,000 from the sale of these additional New Notes. | |
On July 24, 2012, we issued additional New Notes in the aggregate principal amount of $200,000 and Series C Warrants to purchase 500,000 shares of our common stock at $0.20 per share, exercisable for a period of five years to an entity that is wholly owned by a stockholder and director of ours. We received net proceeds of $200,000 from the sale of these additional New Notes. | |
We determined that the embedded conversion feature in the New Notes and the Series C Warrants are derivatives as defined in ASC 815. At January 27, 2012 we valued the embedded derivative conversion feature of the New Notes at $705,100 and the Series C Warrants at $.134 per warrant. The initial fair value of the embedded conversion feature and warrants was recorded as a reduction of the New Notes. This original issue discount will be amortized as interest expense over the term of the Notes. We valued the embedded derivative conversion feature of the New Notes issued on May 11, 2012 at $167,000 and the Series C Warrants at $0.147 per warrant. We valued the embedded derivative conversion feature of the New Notes issued on July 24, 2012 at $53,900 and the Series C Warrants at $0.086 per warrant. The initial fair value of the embedded conversion feature and warrants was recorded as a reduction of the New Notes. This original issue discount will be amortized as interest expense over the term of the Notes. The warrants issued with the New Notes on May 11, 2012 and July 24, 2012 did not meet the definition of a derivative, and were recorded as additional paid-in capital. | |
Pursuant to the amended New Agreements discussed above, the ratchet provision contained in the original agreements has been removed. Since the Series C Warrants no longer had derivative features as a result of the modification, the amount of derivative warrant liabilities associated with the shares have been reclassified from derivative warrant liabilities to additional paid-in capital. The amount reclassified due to this modification was $446,419. As discussed above, the embedded derivative conversion feature contains other adjustment provisions in addition to the Ratchet Provision, and the removal of the Ratchet Provision did not change the classification of the embedded derivative conversion feature as a derivative liability. | |
On September 10, 2012, we sold 20,000,000 shares of Common Stock to Acorn Composite Corporation (“Acorn”) , for an aggregate cash purchase price of $1,200,000 (the “Equity Financing”). The shares of Common Stock were issued to Acorn without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, as a transaction by the Company not involving any public offering. | |
Since the Equity Financing qualifies as a Subsequent Offering, the principal of and accrued interest on the New Notes, aggregating $1,776,667, automatically converted into an aggregate of 42,301,442 shares of Common Stock upon consummation of the Equity Financing. Prior to conversion, the New Notes were carried at $1,164,658, which includes accrued interest of $53,594 and which is net of unamortized original issue discount of $612,009 and the embedded conversion feature was valued at $761,426. Upon conversion of the debt, the Company recorded a loss on early extinguishment of debt of $652,628. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
Note 10 - Commitments and Contingencies | |||||
Lease Commitments | |||||
We leased our Ft. Lauderdale office space for our corporate headquarters and technology group under a non-cancelable operating lease which expired June 30, 2013. On July 1, 2013 we moved to a smaller space in Fort Lauderdale - approximately 600 square feet – which we leased at a rate of approximately $2,200 a month. On November 1, 2013 we moved to a smaller space – approximately 140 square feet within the same facility – which we leased at a rate of approximately $1,300 a month. By mid-2014 we intend to move our Fort Lauderdale operations into a less expensive leased space. | |||||
On October 4, 2013 we moved our corporate headquarters to Elmhurst, IL, where we occupy approximately 2,700 square feet of office space from Real Capital, LLC under a lease contract that expires on September 30, 2015 at a rate of approximately $3,100 a month thru September 30, 2014 and then increases to $3,193 thru September 30, 2015. This facility accommodates our principal sales, marketing, operations, finance and administrative activities. | |||||
Future minimum lease payments under these non-cancellable leases at December 31, 2013 are as follows: | |||||
Year ending December 31, | |||||
2014 | $ | 44,479 | |||
2015 | 28,737 | ||||
Total future minimum payments | $ | 73,216 | |||
Rent expense was $58,898 and $90,217 for the years ended December 31, 2013 and 2012, respectively. | |||||
Contracts with Customers | |||||
In the normal course of business we enter into contracts with customers, which outline the terms of the relationship. The terms include, among other things, the method of computing our revenue, the quantity, type and specifications of services, software and products to be provided and penalties we would incur in the case of not performing. The period of the contracts is defined either by project or time. | |||||
Retirement Plan | |||||
We have a 401(k) plan that covers all eligible employees. We are not required to contribute to the plan, and we did not make any employer contributions during the years ended December 31, 2013 or 2012. | |||||
Legal Matters | |||||
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. | |||||
On or about March 8, 2011, Viewpoint Securities, Inc. commenced an action in the Circuit Court of the 17 th Judicial District in Broward County, Florida, alleging that we owe them a placement agent fee of $210,000 and warrants to purchase 175,167 shares of our common stock for purported services rendered in connection with our December 2010 private placement. On July 29, 2011, we answered their Second Amended Complaint and asserted various defenses to the claims asserted therein. Additionally, we filed a Counterclaim for rescission of the Agreement. On January 9, 2012, Viewpoint filed an amended answer to our counterclaim. We believe the case is without merit and are vigorously defending ourselves in connection therewith. In the opinion of management, we do not believe that we have a probable liability related to this legal proceeding 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 this legal matter, the operating results of a particular reporting period could be materially adversely affected. | |||||
On September 12, 2012, Casville Investments, Ltd., MBC Investment, SA and Watkins International Ltd., individually and derivatively on behalf of Argo commenced an action in United States District Court, Southern District of New York, against Jason M. Kates, Richard J. Sullivan, and David A. Loppert, as well as World Capital Markets, Inc., Solutions, Inc., rVue Holdings, Inc. and John Doe’s 1-20. Plaintiffs, who are purported shareholders of Argo, asserted various claims against the defendants, including rVue. On July 8, 2013, the U.S. District Court, Southern District of New York entered its order transferring the case to the U.S. District Court, Southern District of Florida, under case no.: 13-61596-CIV-DIMITROULEAS. In the interim, the parties reached an agreement which, if approved by the Court, will fully resolve the case. Plaintiff’s counsel filed the motion to approve settlement on January 15, 2014 and the Court preliminarily approved the settlement. The final settlement hearing is scheduled for April 4, 2014. The final settlement, if accepted, would require rVue to pay $20,000 and issue 190,000 shares of common stock. At all times, rVue has maintained that the claims asserted against it are without merit, however, the results of legal proceedings cannot be predicted with certainty. Accordingly, if the settlement is not approved and rVue fails to prevail in the litigation, the operating results of a particular reporting period could be materially adversely affected. | |||||
Stockholders_Equity_and_Stock_
Stockholders' Equity and Stock Based Compensation | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Equity [Abstract] | ' | ||||||||||||||
Shareholders' Equity and Share-based Payments [Text Block] | ' | ||||||||||||||
Note 11 - Stockholders’ Equity and Stock Based Compensation | |||||||||||||||
Preferred Stock | |||||||||||||||
We have ten million shares of authorized preferred stock, $0.001 par value, none of which is issued or outstanding. Under the terms of our Restated Articles of Incorporation, our board of directors is authorized to determine or alter the rights, preferences, privileges and restrictions of our authorized but unissued shares of preferred stock. | |||||||||||||||
Common Stock | |||||||||||||||
We have two hundred forty million shares of authorized common stock, $0.001 par value, of which 132,221,476 and 100,691,954 shares were issued and outstanding at December 31, 2013 and 2012 , respectively . All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of our directors. | |||||||||||||||
Common Stock Warrants | |||||||||||||||
We have issued warrants, all of which are fully vested and available for exercise, as follows: | |||||||||||||||
Class of | Issued in connection with or for | Number | Exercise | Date of Issue | Date of | ||||||||||
Warrant | Price | Expiration | |||||||||||||
Series A | Private Placement | 8,624,995 | $ | 1 | Dec-10 | Dec-22 | |||||||||
Series B | Investor Relations Services | 50,000 | $ | 0.37 | May-11 | May-16 | |||||||||
Series B | Investment Banking Services | 1,000,000 | $ | 0.35 | Jun-11 | Jun-16 | |||||||||
Series C | Convertible Debt | 3,057,666 | $ | 0.2 | Jan-12 | Jan-17 | |||||||||
Series C | Convertible Debt | 750,000 | $ | 0.2 | May-12 | May-17 | |||||||||
Series C | Convertible Debt | 500,000 | $ | 0.2 | Jul-12 | Jul-17 | |||||||||
Series D | Investment Banking Services | 450,000 | $ | 0.07 | Jan-13 | Jan-23 | |||||||||
The valuation of the warrants utilized the following assumptions in the BSM option-pricing model: | |||||||||||||||
Class of | Fair Value | Dividend | Volatility | Contractual | Risk-Free Rate | Date of the | |||||||||
Warrant | Yield | Lives (Yrs.) | Assumptions | ||||||||||||
Series D | $ | 23,477 | 0 | % | 95.08 | % | 10 | 1.9 | % | January 2 ,2013 | |||||
The valuation of the warrants utilized the following assumptions using a binomial lattice valuation model: | |||||||||||||||
Class of | Fair Value | Dividend | Volatility | Contractual | Risk-Free Rate | Date of the | |||||||||
Warrant | Yield | Lives (Yrs.) | Assumptions | ||||||||||||
Series C | $ | 409,727 | 0 | % | 75 | % | 5 | 0.819 | % | 27-Jan-12 | |||||
Series C | 110,250 | 0 | % | 45 | % | 5 | 0.808 | % | 11-May-12 | ||||||
Series C | 43,000 | 0 | % | 45 | % | 5 | 0.611 | % | 24-Jul-12 | ||||||
The weighted average fair value of warrants issued during the years ended December 31, 2013 and 2012 were $0.685 and $0.15, respectively. | |||||||||||||||
Our computation of expected volatility is based on the historical volatility of comparable companies’ average historical volatility. The interest rate is based on the U.S. Treasury Yield curve in effect at the time of grant. We do not expect to pay dividends. | |||||||||||||||
Stock Incentive Plans | |||||||||||||||
2010 rVue Holdings Equity Incentive Plan | |||||||||||||||
The 2010 rVue Holdings Equity Incentive Plan (the “Plan”) has reserved 8,000,000 shares of our common stock for issuance pursuant to awards under the Plan. The Plan is intended as an incentive, to retain in the employ of and as directors, our officers, employees, consultants and advisors, and to attract new officers, employees, directors, consultants and advisors whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development and financial success of the Company and its subsidiaries. | |||||||||||||||
No option grants were issued during 2012. The following table summarizes options granted in the year ended December 31, 2013: | |||||||||||||||
Period over which | |||||||||||||||
Exercise | compensation | ||||||||||||||
Grant Date | Number | Price | Fair Value | expense is recognized | |||||||||||
2-Aug-13 | 1,056,000 | $ | 0.14 | $ | 137,749 | 36 months | |||||||||
31-Oct-13 | 50,000 | 0.1 | 4,168 | 1 months | |||||||||||
19-Dec-13 | 500,000 | 0.1 | 40,026 | 24 months | |||||||||||
The following table presents the weighted-average assumptions used to estimate the fair value of stock options granted during 2013: | |||||||||||||||
2013 | |||||||||||||||
Expected life (years) | 10 | ||||||||||||||
Expected volatility | 100.7 | % | |||||||||||||
Risk-free interest rate | 2.8 | % | |||||||||||||
Dividend yield | 0 | % | |||||||||||||
Weighted-average estimated fair value of options granted during the year | $ | 0.25 | |||||||||||||
Our computation of expected life is determined based on the simplified method as we do 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. Our computation of expected volatility is based on the historical volatility of comparable companies’ average historical volatility. The interest rate is based on the U.S. Treasury Yield curve in effect at the time of grant. We do not expect to pay dividends. While we believe these estimates are reasonable, the estimated compensation expense would increase if the expected life was increased or a higher expected volatility was used. | |||||||||||||||
Stock-based compensation expense included in our Consolidated Statements of Operations is as follows: | |||||||||||||||
Year Ended December 31, | |||||||||||||||
2013 | 2012 | ||||||||||||||
Cost of revenue | $ | - | $ | 889 | |||||||||||
Selling, general and administrative expenses | 811,475 | 16,536 | |||||||||||||
$ | 811,475 | $ | 17,425 | ||||||||||||
On March 29, 2013, the Board approved payment of 4.4 million shares to Michael Mullarkey, a director at the time, as compensation for serving as CEO and CFO after the prior CEO and CFO both left the Company in 2012. Mr. Mullarkey held those temporary positions until April 11, 2013, when a CEO was appointed. Mr. Mullarkey resigned from the Company’s board of directors effective May 31, 2013. The share award was contingent upon the accomplishment of certain objectives set by the board of directors. The objectives were deemed to be accomplished and the resulting expense of $748,000 was recorded during the three months ended March 31, 2013. | |||||||||||||||
Stock Option Activity | |||||||||||||||
The following table summarizes the activities for our options for the year ended December 31, 2013: | |||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | |||||||||||||
Price Per | Contractual | ||||||||||||||
Share | Term | ||||||||||||||
Outstanding at December 31, 2011 | 3,722,500 | $ | 0.23 | 8.62 | 106,625 | ||||||||||
Granted | |||||||||||||||
Exercised | -1,356,880 | $ | 0.22 | ||||||||||||
Forfeited | -38,953 | $ | 0.29 | ||||||||||||
Expired | |||||||||||||||
Outstanding at December 31, 2012 | 2,326,667 | $ | 0.24 | 7.8 | |||||||||||
Granted | 1,606,000 | $ | 0.12 | ||||||||||||
Exercised | |||||||||||||||
Forfeited | -1,292,667 | $ | 0.23 | ||||||||||||
Expired | |||||||||||||||
Outstanding on December 31, 2013 | 2,640,000 | $ | 0.17 | 8.41 | |||||||||||
Exercisable at December 31, 2013 | 1,120,000 | $ | 0.24 | 6.79 | |||||||||||
Expected to vest after December 31, 2013 | 1,520,000 | 0.13 | 9.72 | ||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $.09 of our common stock on December 31, 2013. The aggregate intrinsic value excludes the effect of stock options that have a zero or negative intrinsic value. | |||||||||||||||
The following table summarized additional information regarding outstanding and exercisable stock options at December 31, 2013: | |||||||||||||||
Outstanding Stock Options | Exercisable Stock Options | ||||||||||||||
Exercise | Shares | Weighted- | Weighted- | Shares | Weighted- | ||||||||||
Prices | Average | Average | Average | ||||||||||||
Remaining | Exercise | Exercise | |||||||||||||
Contractual | Price Per | Price Per | |||||||||||||
Life (years) | Share | Share | |||||||||||||
$ | 0.2 | 670,000 | 6.45 | $ | 0.2 | 670,000 | $ | 0.2 | |||||||
$ | 0.3 | 400,000 | 6.99 | $ | 0.3 | 400,000 | $ | 0.3 | |||||||
$ | 0.14 | 1,020,000 | 9.59 | 0.14 | - | 0.14 | |||||||||
$ | 0.1 | 550,000 | 9.96 | $ | 0.1 | 50,000 | $ | 0.1 | |||||||
2,640,000 | 8.41 | $ | 0.17 | 1,120,000 | $ | 0.17 | |||||||||
Restricted Stock | |||||||||||||||
In July 2012, the Company entered into a consulting agreement with the previous chief executive officer and shareholder for continued business and technical development services. Under the consulting agreement, the Company is obligated to grant 500,000 shares of restricted stock which vests in twelve months beginning on the first month anniversary of the date of the grant. Compensation expense equal to the market value of the stock on the vesting date is recorded. Compensation expense recognized relating to the restricted stock grant was $50,750 and $27,500 for the years ending December 31, 2013 and 2012, respectively. | |||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Taxes [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
Note 12 - Income Taxes | ||||||||
The provision for income taxes for the years ended December 31, 2013 and 2012 consisted of the following: | ||||||||
2013 | 2012 | |||||||
Current tax expense | ||||||||
Federal | $ | — | $ | — | ||||
State | — | — | ||||||
Total current taxes | — | — | ||||||
Deferred taxes: | ||||||||
Federal | — | — | ||||||
State | — | — | ||||||
Total deferred taxes | — | |||||||
Provision for income taxes | $ | — | $ | — | ||||
We recognize deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax loss carry forwards. We have established a valuation allowance to reflect the likelihood of realization of deferred tax assets. There is no income tax benefit for the losses for the years ended December 31, 2013 and 2012, 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. | ||||||||
At December 31, 2013 and 2012, the significant components of our deferred tax assets and liabilities were as follows: | ||||||||
2013 | 2012 | |||||||
Net operating loss | $ | 3,443,689 | $ | 2,343,710 | ||||
Stock option expense | 73,939 | 144,146 | ||||||
Accrued expenses | 21,813 | 124,395 | ||||||
Capitalized software | 85,258 | 169,064 | ||||||
Net deferred tax asset | 3,624,699 | 2,781,315 | ||||||
Less: Valuation Allowance | -3,624,699 | -2,281,315 | ||||||
Net deferred taxes | $ | - | $ | - | ||||
A reconciliation of the provision for income taxes, with the amount computed by applying the federal statutory income tax rate to income before provision for income taxes for the years ended December 31, 2013 and 2012, is as follows: | ||||||||
2013 | 2012 | |||||||
Federal tax benefit, at statutory rate of 34% | $ | -724,152 | $ | -1,305,397 | ||||
State income taxes | -76,675 | -133,160 | ||||||
Meals and entertainment | 1,381 | 1,053 | ||||||
Non-deductible financing costs | - | 495,435 | ||||||
Stock options | -43,938 | 29,417 | ||||||
Change in valuation allowance | 843,384 | 912,652 | ||||||
Provision for income taxes | $ | - | $ | - | ||||
At December 31, 2013, we had federal net operating loss carry forwards of approximately $9,142,868 that will expire beginning in 2030. Based upon the change in ownership rules under Internal Revenue Code Section 382, our net operating loss carry forwards are limited as to the amount of use in any particular year as a result of a more than 50% ownership change during the year ended December 31, 2012. | ||||||||
Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the Consolidated Statements of Operations. As of January 1, 2013, we had no unrecognized tax benefits, or any tax related interest of penalties. There were no changes in our unrecognized tax benefits during the year ended December 31, 2013. We did not recognize any interest or penalties during 2013 or 2012 related to unrecognized tax benefits. Tax years from 2010 through 2013 remain subject to examination by major tax jurisdictions. | ||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 13- Related Party Transactions | |
We paid consulting fees of $748,000 and $48,000 during the years ended December 31, 2013 and 2012, respectively, to a consultant who was appointed by our board of directors in December 2010. The director was appointed interim chief executive officer in April 2012 and resigned from such position on April 11, 2013. | |
In January 2012, in connection with the sale of the New Notes, we agreed to reimburse an investor (the “Lead Investor”) $65,000 for costs and expenses incurred by it (including, without limitation, legal and administrative fees) payable in cash or shares of our Common Stock at our election. On February 8, 2012, we issued 325,000 shares of our Common Stock to the Lead Investor as payment. Robert Roche, who is the sole stockholder of Acorn, is the grantor of the trust that controls the majority member of the Lead Investor. His sister is the manager of both the Lead Investor and the majority member of the Lead Investor. As of December 31, 2013, the Lead Investor beneficially owns 13.3% of our outstanding Common Stock. Mr. Roche disclaims any beneficial ownership of securities held by the Lead Investor as he does not have voting or dispositive powers over such securities. In addition another one of our directors is a minority member of the Lead Investor. | |
In May 2012, the Company and the Lead Investor agreed to amend the agreement with the investors in the New Notes to: (i) issue up to an additional $500,000 of Notes, (ii) remove the ratchet language providing for an adjustment to the conversion price of the Notes and the exercise price of the Warrants in the event $1.5 million in common equity was not raised by the Company within 180 days of the original sale of the Notes, and (iii) change the collateral agent from David A. Loppert to Theresa M. Roche. | |
On May 11, 2012, the Company issued additional New Notes in the aggregate principal amount of $300,000 (out of the additional $500,000 that was just authorized) and Series C Warrants to purchase 750,000 shares of our common stock (the “Warrant Stock”), at $.20 per share (the “Warrant Price”) exercisable for a period of five years to Acorn. We received net proceeds of $300,000 from the sale of these additional New Notes. On July 24, 2012, the Company issued additional New Notes in the aggregate principal amount of $200,000 and Series C Warrants to purchase 500,000 shares of Warrant Stock at $.20 per share exercisable for a period of five years to Acorn. We received net proceeds of $200,000 from the sale of these additional New Notes. | |
The Warrant Stock may be redeemed prior to the expiration date of the Warrants, at the option of the Company, at a price of $.001 per share (the “Redemption Price”) upon 10 days written notice to the Holder; provided that (i) our shares of common stock have had a closing sales price greater than $1.00 per share for twenty (20) consecutive trading days and (ii) at the date of the redemption notice and during the entire redemption period there is an effective registration statement covering the resale of the Warrant Stock. The Warrant may be exercised by the Holder, for cash, at any time after notice of redemption has been given by the Company and prior to the time and date fixed for redemption. On and after the redemption date, the Holder shall have no further rights except to receive, upon surrender of the Warrant, the Redemption Price of the applicable Warrant Stock. | |
In July 2012, the Company entered into a one year consulting agreement with the previous chief executive officer and shareholder for continued business and technical development services. Under the consulting agreement, the Company is obligated to pay $9,000 per month and grant 500,000 shares of restricted stock which vests in twelve months beginning on the first month anniversary of the date of the grant. We expensed consulting fees of $54,000 and $54,000 under the consulting agreement during 2013 and 2012. | |
On September 10, 2012, we sold 20,000,000 shares of Common Stock to Acorn, for an aggregate cash purchase price of $1,200,000 (the “Equity Financing”). The shares of Common Stock were issued to Acorn without registration in reliance upon the exemption provided by Section 4(a) (2) of the Securities Act of 1933, as amended, as a transaction by the Company not involving any public offering. | |
On November 22, 2013, we sold 9,285,174 shares of Common Stock to Acorn for an aggregate cash purchase price of $650,000. The shares were issued to Acorn without registration in reliance upon the exemption provided by Section 4 (a) (2) of the Securities Act of 1933, as amended, as a transaction by the Company not involving a public offering. | |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2013 | |
Risks and Uncertainties [Abstract] | ' |
Concentration Risk Disclosure [Text Block] | ' |
Note 14 - Concentrations | |
Concentrations of Credit Risk | |
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and accounts receivable. | |
We maintain deposit balances at a financial institution that, from time to time, may exceed federally insured limits. As of December 31, 2013, the Company had deposits in excess of federally insured limits. The Company maintains this balance with a high quality financial institution, which the Company believes limits this risk. | |
Concentrations of Revenues | |
For the year ended December 31, 2013, three customers accounted for 48.9%, 21.6% and 10.3% of total revenues. For the year ended December 31, 2012, three customers accounted for 38.2%, 26.6%, and 25.9% of total revenues. | |
Supplemental_NonCash_Informati
Supplemental Non-Cash Information | 12 Months Ended |
Dec. 31, 2013 | |
Supplemental Non Cash Information [Abstract] | ' |
Supplemental Non Cash Information [Text Block] | ' |
Note 15 – Supplemental Non-Cash Information | |
During 2012, the Company modified the warrants resulting in a reclassification of the derivative warrant liability to equity totaling $446,419. Also in 2012, the Company paid debt issuance costs of $95,000 by issuing 475,000 shares of its stock. The remaining amortization of these debt issuance costs totaling $42,778 were offset against the conversion of the Company’s Notes in September 2012. Additionally in 2012, the principal and accrued interest on the New Notes, aggregating $1,776,667, automatically converted into 42,301,442 shares. | |
There were no non-cash transactions noted during 2013. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 16 - Subsequent Events | |
In preparing these consolidated financial statements, we have evaluated events and transactions for potential recognition or disclosure through the date of filing. The Company issued 3,382,142 shares of Common Stock between January 1 and February 28, 2014 in exchange for cash of $200,000 and services received of $42,000. On January 8, 2014, 1,428,571 shares of common stock were issued to a current officer of the Company in exchange for $100,000. The remaining shares issued were purchased by unrelated parties | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Consolidation, Policy [Policy Text Block] | ' | ||
Basis of Presentation and Preparation | |||
The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. | |||
The preparation of consolidated financial statements in conformity with U.S. 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 developments 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. | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||
Cash and Cash Equivalents | |||
We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. | |||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' | ||
Accounts Receivable | |||
We record accounts receivable at the invoiced amount and we do not charge interest. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible receivables. We review the accounts receivable by amounts due by customers which are past due to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. | |||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||
Property and Equipment | |||
We account for property and equipment at cost less accumulated depreciation and amortization. We compute depreciation using the straight-line method over the estimated useful lives of the assets, generally two to five years. Depreciation for equipment commences once it is placed in service and depreciation for leasehold improvements, if any, commences once they are ready for their intended use and are amortized over their estimated useful lives, or the term of the lease, whichever is shorter. Maintenance and repair costs are expensed as incurred. | |||
Research, Development, and Computer Software, Policy [Policy Text Block] | ' | ||
Software Development Costs | |||
We capitalize costs incurred for the production of computer software that generates the functionality of our demand-side platform (“DSP”). Capitalized software development costs typically include direct labor and related overhead for software which we produce, as well as the cost of software purchased from third parties. Costs incurred for a product prior to the determination that the product is technologically feasible ( i.e. research and development costs), as well as maintenance costs for established products, are expensed as incurred. Once technological feasibility has been established, development costs are capitalized until the software has completed testing and is released for use by the public. We also capitalize eligible costs to acquire or develop internal-use software (such as billing and accounting) that are incurred subsequent to the preliminary project stage. | |||
Derivatives, Reporting of Derivative Activity [Policy Text Block] | ' | ||
Derivative Instruments | |||
In 2012 and 2011, we entered into a Promissory Note Purchase Agreement and issued notes which are convertible into shares of our common stock. We determined under Accounting Standards Codification Topic 815, Derivatives and Hedging , (“ASC 815”) that the conversion feature is an embedded derivative. Embedded derivatives that are not clearly and closely related to the host contract (the notes) are bifurcated and recognized at fair value with changes in fair value recognized as either a gain or loss in earnings if they can be reliably measured. We determined the fair value of the notes and the embedded derivative based on available market data using a binomial lattice valuation model, giving consideration to all of the rights and obligations of the instrument. The convertible debt was converted into common stock in September 2012. | |||
Revenue Recognition, Policy [Policy Text Block] | ' | ||
Revenue Recognition | |||
Our revenues are derived from advertising campaigns placed through rVue, the maintenance of certain private networks, and the production and distribution of network programming. Revenue is recognized as follows: | |||
⋅ | Advertising revenue is recognized in the period in which the advertising impressions occur. Revenue arrangements are evidenced by a fully executed insertion order (“IO”). Generally, IO’s state the number and type of advertising impressions (cost-per-thousand) to be delivered, the agreed upon rate for each delivered impression, and a fixed period of time for delivery. | ||
In the normal course of business, the Company frequently contracts with advertising agencies on behalf of their advertiser clients. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, because the Company is the primary obligator and is responsible for (i) fulfilling the advertisement delivery, (ii) establishing the selling prices for delivery of the advertisements, and (iii) performing all billing and collection activities including retaining credit risk, the Company acts as the principal in these arrangements and therefore reports revenue and costs incurred on a gross basis. | |||
⋅ | Revenue from the maintenance of private networks, and the production and distribution of network programming content, either under contract or on a piece by piece or monthly basis, is recognized ratably over the term of the related service period if the fees are fixed and determinable, delivery has occurred and collection is probable. | ||
We record deferred revenue when we receive payment in advance of the performance of services. | |||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||
Stock Based Compensation | |||
We have elected to use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair value of stock options on the grant dates. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period. We will recognize a benefit from stock-based compensation in equity if an incremental tax benefit is realized by following the ordering provisions of the tax law. Further information regarding stock-based compensation can be found in Note 11, “Stockholders’ Equity and Stock-Based Compensation”. | |||
Income Tax, Policy [Policy Text Block] | ' | ||
Income Taxes | |||
We recognize income taxes under the liability method. We recognize deferred income taxes for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which differences are expected to reverse. We recognize the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured to determine the actual amount of benefit to recognize in our financial statements. See Note 12, “Income Taxes” for additional information. | |||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||
Fair Value Measurements | |||
The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their generally short maturities. At December 31, 2011, the embedded derivative liability is reported at fair value calculated using a binomial lattice model. The embedded derivative liability was eliminated during 2012. | |||
Advertising And Marketing Cost [Policy Text Block] | ' | ||
Advertising and Marketing Expenses | |||
We expense advertising and marketing costs in the period in which they are incurred. For the years ended December 31, 2013 and 2012 advertising and marketing expenses totaled $83,546 and $32,323, respectively. | |||
Loss_Per_Common_Share_Tables
Loss Per Common Share (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||
The following table sets forth the computation of basic and diluted loss per common share: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Numerator: | ||||||||
Net loss | $ | -2,129,860 | $ | -3,839,398 | ||||
Denominator: | ||||||||
Weighted-average shares outstanding | 115,985,296 | 54,239,732 | ||||||
Effect of dilutive securities (1) | - | |||||||
Weighted-average diluted shares | 115,985,296 | 54,239,732 | ||||||
Basic and diluted loss per share | $ | -0.02 | $ | -0.07 | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||
The following stock options, warrants outstanding and convertible notes as of December 31, 2013 and 2012 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: | ||||||||
2013 | 2012 | |||||||
Stock options | 41,562 | - | ||||||
Warrants | 167,062 | - | ||||||
Convertible notes | - | - | ||||||
208,624 | - | |||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Fair Value Disclosures [Abstract] | ' | |||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | ' | |||||||
The following table summarizes the fair value of our cash and cash equivalents at December 31, 2013 and 2012: | ||||||||
2013 | 2012 | |||||||
Cash | $ | 844,589 | $ | 17,193 | ||||
Cash equivalents - money market funds | - | 830,981 | ||||||
Total cash and cash equivalents | $ | 844,589 | $ | 848,174 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2013 and 2012 were as follows: | ||||||||||||||
Quoted Prices | ||||||||||||||
in Active | Significant | |||||||||||||
Markets for | Other | Significant | ||||||||||||
Identical | Observable | Unobservable | ||||||||||||
Instruments | Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | |||||||||||
31-Dec-13 | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents - money market funds | $ | 844,589 | $ | - | $ | - | $ | 844,589 | ||||||
31-Dec-12 | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents - money market funds | $ | 830,981 | $ | - | $ | - | $ | 830,981 | ||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the year ended December 31, 2012: | ||||||||||||||
Balance, January 1, 2012 | $ | 100,900 | ||||||||||||
Issuances | 1,336,127 | |||||||||||||
Settlements | -1,207,845 | |||||||||||||
Realized and unrealized (gains) losses included in earnings | -229,182 | |||||||||||||
Transfers into or out of level 3 | - | |||||||||||||
Balance, December 31, 2012 | $ | - | ||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||||
Estimated | 2013 | 2012 | ||||||||
Useful | ||||||||||
Lives | ||||||||||
(Years) | ||||||||||
Computers and software | 5-Feb | $ | 91,083 | $ | 86,977 | |||||
Equipment | 3 | 22,977 | 22,573 | |||||||
114,060 | 109,550 | |||||||||
Less accumulated depreciation and amortization | -110,995 | -101,002 | ||||||||
Property and equipment, net | $ | 3,065 | $ | 8,548 | ||||||
Software_Development_Costs_Tab
Software Development Costs (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Research and Development [Abstract] | ' | |||||||||
Schedule Of Software Development Costs [Table Text Block] | ' | |||||||||
Estimated | 2013 | 2012 | ||||||||
Useful | ||||||||||
Lives | ||||||||||
(Months) | ||||||||||
Software development costs | 18 | $ | 1,148,713 | $ | 1,061,522 | |||||
Less accumulated amortization | -1,068,113 | 1,038,290 ) | ||||||||
Software development costs, net | $ | 80,600 | $ | 23,232 | ||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | ' | |||||||
2013 | 2012 | |||||||
Investor relations fees | $ | - | $ | 5,600 | ||||
Personnel costs | 18,966 | 52,191 | ||||||
Directors fees | - | 144,667 | ||||||
Professional fees | 39,000 | 69,724 | ||||||
Network costs | 37,917 | 44,209 | ||||||
Deferred rent | - | 8,682 | ||||||
Other | 17,500 | 32,275 | ||||||
Consulting fees | - | 27,500 | ||||||
$ | 113,383 | $ | 389,848 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Future minimum lease payments under these non-cancellable leases at December 31, 2013 are as follows: | |||||
Year ending December 31, | |||||
2014 | $ | 44,479 | |||
2015 | 28,737 | ||||
Total future minimum payments | $ | 73,216 | |||
Stockholders_Equity_and_Stock_1
Stockholders' Equity and Stock Based Compensation (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Schedule Of Share Based Compensation Warrants Activity [Table Text Block] | ' | ||||||||||||||
We have issued warrants, all of which are fully vested and available for exercise, as follows: | |||||||||||||||
Class of | Issued in connection with or for | Number | Exercise | Date of Issue | Date of | ||||||||||
Warrant | Price | Expiration | |||||||||||||
Series A | Private Placement | 8,624,995 | $ | 1 | Dec-10 | Dec-22 | |||||||||
Series B | Investor Relations Services | 50,000 | $ | 0.37 | May-11 | May-16 | |||||||||
Series B | Investment Banking Services | 1,000,000 | $ | 0.35 | Jun-11 | Jun-16 | |||||||||
Series C | Convertible Debt | 3,057,666 | $ | 0.2 | Jan-12 | Jan-17 | |||||||||
Series C | Convertible Debt | 750,000 | $ | 0.2 | May-12 | May-17 | |||||||||
Series C | Convertible Debt | 500,000 | $ | 0.2 | Jul-12 | Jul-17 | |||||||||
Series D | Investment Banking Services | 450,000 | $ | 0.07 | Jan-13 | Jan-23 | |||||||||
Schedule Of Valuation Of Warrants Assumptions [Table Text Block] | ' | ||||||||||||||
The valuation of the warrants utilized the following assumptions in the BSM option-pricing model: | |||||||||||||||
Class of | Fair Value | Dividend | Volatility | Contractual | Risk-Free Rate | Date of the | |||||||||
Warrant | Yield | Lives (Yrs.) | Assumptions | ||||||||||||
Series D | $ | 23,477 | 0 | % | 95.08 | % | 10 | 1.9 | % | January 2 ,2013 | |||||
The valuation of the warrants utilized the following assumptions using a binomial lattice valuation model: | |||||||||||||||
Class of | Fair Value | Dividend | Volatility | Contractual | Risk-Free Rate | Date of the | |||||||||
Warrant | Yield | Lives (Yrs.) | Assumptions | ||||||||||||
Series C | $ | 409,727 | 0 | % | 75 | % | 5 | 0.819 | % | 27-Jan-12 | |||||
Series C | 110,250 | 0 | % | 45 | % | 5 | 0.808 | % | 11-May-12 | ||||||
Series C | 43,000 | 0 | % | 45 | % | 5 | 0.611 | % | 24-Jul-12 | ||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||
The following table presents the weighted-average assumptions used to estimate the fair value of stock options granted during 2013: | |||||||||||||||
2013 | |||||||||||||||
Expected life (years) | 10 | ||||||||||||||
Expected volatility | 100.7 | % | |||||||||||||
Risk-free interest rate | 2.8 | % | |||||||||||||
Dividend yield | 0 | % | |||||||||||||
Weighted-average estimated fair value of options granted during the year | $ | 0.25 | |||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | ' | ||||||||||||||
Stock-based compensation expense included in our Consolidated Statements of Operations is as follows: | |||||||||||||||
Year Ended December 31, | |||||||||||||||
2013 | 2012 | ||||||||||||||
Cost of revenue | $ | - | $ | 889 | |||||||||||
Selling, general and administrative expenses | 811,475 | 16,536 | |||||||||||||
$ | 811,475 | $ | 17,425 | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||
The following table summarizes the activities for our options for the year ended December 31, 2013: | |||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | |||||||||||||
Price Per | Contractual | ||||||||||||||
Share | Term | ||||||||||||||
Outstanding at December 31, 2011 | 3,722,500 | $ | 0.23 | 8.62 | 106,625 | ||||||||||
Granted | |||||||||||||||
Exercised | -1,356,880 | $ | 0.22 | ||||||||||||
Forfeited | -38,953 | $ | 0.29 | ||||||||||||
Expired | |||||||||||||||
Outstanding at December 31, 2012 | 2,326,667 | $ | 0.24 | 7.8 | |||||||||||
Granted | 1,606,000 | $ | 0.12 | ||||||||||||
Exercised | |||||||||||||||
Forfeited | -1,292,667 | $ | 0.23 | ||||||||||||
Expired | |||||||||||||||
Outstanding on December 31, 2013 | 2,640,000 | $ | 0.17 | 8.41 | |||||||||||
Exercisable at December 31, 2013 | 1,120,000 | $ | 0.24 | 6.79 | |||||||||||
Expected to vest after December 31, 2013 | 1,520,000 | 0.13 | 9.72 | ||||||||||||
Schedule Of Share Based Compensation Outstanding and Exercisable Stock Options Activity [Table Text Block] | ' | ||||||||||||||
The following table summarized additional information regarding outstanding and exercisable stock options at December 31, 2013: | |||||||||||||||
Outstanding Stock Options | Exercisable Stock Options | ||||||||||||||
Exercise | Shares | Weighted- | Weighted- | Shares | Weighted- | ||||||||||
Prices | Average | Average | Average | ||||||||||||
Remaining | Exercise | Exercise | |||||||||||||
Contractual | Price Per | Price Per | |||||||||||||
Life (years) | Share | Share | |||||||||||||
$ | 0.2 | 670,000 | 6.45 | $ | 0.2 | 670,000 | $ | 0.2 | |||||||
$ | 0.3 | 400,000 | 6.99 | $ | 0.3 | 400,000 | $ | 0.3 | |||||||
$ | 0.14 | 1,020,000 | 9.59 | 0.14 | - | 0.14 | |||||||||
$ | 0.1 | 550,000 | 9.96 | $ | 0.1 | 50,000 | $ | 0.1 | |||||||
2,640,000 | 8.41 | $ | 0.17 | 1,120,000 | $ | 0.17 | |||||||||
Stock Option [Member] | ' | ||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||
The following table summarizes options granted in the year ended December 31, 2013: | |||||||||||||||
Period over which | |||||||||||||||
Exercise | compensation | ||||||||||||||
Grant Date | Number | Price | Fair Value | expense is recognized | |||||||||||
2-Aug-13 | 1,056,000 | $ | 0.14 | $ | 137,749 | 36 months | |||||||||
31-Oct-13 | 50,000 | 0.1 | 4,168 | 1 months | |||||||||||
19-Dec-13 | 500,000 | 0.1 | 40,026 | 24 months | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Taxes [Abstract] | ' | |||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | |||||||
The provision for income taxes for the years ended December 31, 2013 and 2012 consisted of the following: | ||||||||
2013 | 2012 | |||||||
Current tax expense | ||||||||
Federal | $ | — | $ | — | ||||
State | — | — | ||||||
Total current taxes | — | — | ||||||
Deferred taxes: | ||||||||
Federal | — | — | ||||||
State | — | — | ||||||
Total deferred taxes | — | |||||||
Provision for income taxes | $ | — | $ | — | ||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | |||||||
At December 31, 2013 and 2012, the significant components of our deferred tax assets and liabilities were as follows: | ||||||||
2013 | 2012 | |||||||
Net operating loss | $ | 3,443,689 | $ | 2,343,710 | ||||
Stock option expense | 73,939 | 144,146 | ||||||
Accrued expenses | 21,813 | 124,395 | ||||||
Capitalized software | 85,258 | 169,064 | ||||||
Net deferred tax asset | 3,624,699 | 2,781,315 | ||||||
Less: Valuation Allowance | -3,624,699 | -2,281,315 | ||||||
Net deferred taxes | $ | - | $ | - | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||
A reconciliation of the provision for income taxes, with the amount computed by applying the federal statutory income tax rate to income before provision for income taxes for the years ended December 31, 2013 and 2012, is as follows: | ||||||||
2013 | 2012 | |||||||
Federal tax benefit, at statutory rate of 34% | $ | -724,152 | $ | -1,305,397 | ||||
State income taxes | -76,675 | -133,160 | ||||||
Meals and entertainment | 1,381 | 1,053 | ||||||
Non-deductible financing costs | - | 495,435 | ||||||
Stock options | -43,938 | 29,417 | ||||||
Change in valuation allowance | 843,384 | 912,652 | ||||||
Provision for income taxes | $ | - | $ | - | ||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 29, 2010 | |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Common stock, shares authorized | 240,000,000 | 140,000,000 | 140,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 |
Estimated Useful Lives, Equipment | '3 years | ' | ' |
Marketing and Advertising Expense | $83,546 | $32,323 | ' |
Minimum [Member] | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Common stock, shares authorized | ' | ' | 75,000,000 |
Estimated Useful Lives, Equipment | '2 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Common stock, shares authorized | ' | ' | 150,000,000 |
Estimated Useful Lives, Equipment | '5 years | ' | ' |
Going_Concern_Details_Textual
Going Concern (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Going Concern [Line Items] | ' | ' |
Accumulated deficit | ($11,746,843) | ($9,616,983) |
Loss_Per_Common_Share_Details
Loss Per Common Share (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Numerator: | ' | ' |
Net loss | ($2,129,860) | ($3,839,398) |
Denominator: | ' | ' |
Weighted-average shares outstanding (in shares) | 115,985,296 | 54,239,732 |
Effect of dilutive securities (in shares) | ' | 0 |
Weighted-average diluted shares (in shares) | 115,985,296 | 54,239,732 |
Basic and diluted loss per share (in dollars per share) | ($0.02) | ($0.07) |
Loss_Per_Common_Share_Details_
Loss Per Common Share (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 208,624 | 0 |
Employee Stock Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 41,562 | 0 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 167,062 | 0 |
Convertible Notes Payable [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
Financial_Instruments_Details
Financial Instruments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Total cash and cash equivalents | $844,589 | $848,174 |
Cash [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Total cash and cash equivalents | 844,589 | 17,193 |
Money Market Funds [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Total cash and cash equivalents | $0 | $830,981 |
Financial_Instruments_Details_
Financial Instruments (Details Textual) | Dec. 31, 2012 | Dec. 31, 2013 |
Customer One [Member] | Customer Three [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Entity Wide Accounts Receivable Major Customer Percentage | 85.50% | 80.90% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Assets: | ' | ' | ' |
Cash equivalents - money market funds | $844,589 | $848,174 | $19,917 |
Money Market Funds [Member] | ' | ' | ' |
Assets: | ' | ' | ' |
Cash equivalents - money market funds | 844,589 | 830,981 | ' |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ' | ' | ' |
Assets: | ' | ' | ' |
Cash equivalents - money market funds | 844,589 | 830,981 | ' |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ' | ' | ' |
Assets: | ' | ' | ' |
Cash equivalents - money market funds | 0 | 0 | ' |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ' | ' | ' |
Assets: | ' | ' | ' |
Cash equivalents - money market funds | $0 | $0 | ' |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance, January 1, 2012 | $100,900 |
Issuances | 1,336,127 |
Settlements | -1,207,845 |
Realized and unrealized (gains) losses included in earnings | -229,182 |
Transfers into or out of level 3 | 0 |
Balance, December 31, 2012 | $0 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Computers and software | $91,083 | $86,977 |
Equipment | 22,977 | 22,573 |
Gross property and equipment | 114,060 | 109,550 |
Less accumulated depreciation and amortization | -110,995 | -101,002 |
Property and equipment, net | $3,065 | $8,548 |
Estimated Useful Lives, Equipment | '3 years | ' |
Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Lives, Computers and Software | '2 years | ' |
Estimated Useful Lives, Equipment | '2 years | ' |
Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Lives, Computers and Software | '5 years | ' |
Estimated Useful Lives, Equipment | '5 years | ' |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation | $9,992 | $38,046 |
Software_Development_Costs_Det
Software Development Costs (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Software Development Costs [Line Items] | ' | ' |
Software development costs | $1,148,713 | $1,061,522 |
Less accumulated amortization | -1,068,113 | -1,038,290 |
Software development costs, net | $80,600 | $23,232 |
Estimated Useful Lives, Software (Months) | '18 months | ' |
Software_Development_Costs_Det1
Software Development Costs (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Software Development Costs [Line Items] | ' | ' |
Amortization | $29,823 | $352,327 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Payables And Accrued Expenses [Line Items] | ' | ' |
Investor relations fees | $0 | $5,600 |
Personnel costs | 18,966 | 52,191 |
Directors fees | 0 | 144,667 |
Professional fees | 39,000 | 69,724 |
Network costs | 37,917 | 44,209 |
Deferred rent | 0 | 8,682 |
Other | 17,500 | 32,275 |
Consulting fees | 0 | 27,500 |
Accrued Expenses | $113,384 | $389,848 |
Convertible_Notes_Details_Text
Convertible Notes (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2012 | Jul. 31, 2012 | 31-May-12 | Jan. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 10, 2012 | Jul. 24, 2012 | 11-May-12 | Jan. 27, 2012 | 12-May-10 | |
Convertible Long Term Note Payable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible notes | ' | $200,000 | $300,000 | ' | $0 | $1,435,000 | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | 288,067 | ' |
Debt Instrument, Unamortized Premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | 193,911 | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | 612,009 | ' | ' | 76,700 | ' |
Loss on early extinguishment of debt | 652,628 | ' | ' | 17,456 | 0 | -652,628 | ' | ' | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net, Total | ' | ' | ' | 24,200 | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | 1,223,067 | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued | ' | ' | ' | 3,057,666 | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt Maximum Aggregate Principal Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,775,000 |
Convertible Debt Maximum Aggregate Principal Amount Amended | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,275,000 |
Convertible Debt Additional Issuance | ' | ' | ' | ' | ' | ' | ' | 200,000 | 300,000 | ' | ' |
Exercise Of Warrants Number Of Common Stock Shares | ' | ' | ' | ' | ' | ' | ' | 500,000 | 750,000 | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | ' | $0.20 | $0.20 | ' | ' |
Reclassification Of Derivative Warrant Liability To Equity | ' | ' | ' | ' | ' | 446,419 | ' | ' | ' | ' | ' |
Convertible Debt Embedded Derivative Conversion Feature Value | 761,426 | ' | 167,000 | 705,100 | ' | ' | ' | ' | ' | ' | ' |
Equity Financing Gross Proceeds | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' |
Number Of Subsequent Offering Securities To Be Issued Description | ' | ' | ' | ' | 'The number of Subsequent Offering Securities to be issued to the holders of the New Notes upon such conversion shall be equal to the quotient, rounded to the nearest whole number, obtained by dividing (x) the unpaid principal amount of the New Note plus any accrued but unpaid interest thereon by the lower of (y) 70% of the price per security issued in the Subsequent Offering or (z) $.20 (the “Conversion Price”). | ' | ' | ' | ' | ' | ' |
Description Of Changes In Price In Case Of Failure To Raise Equity | ' | ' | ' | ' | 'In the event that we fail to raise $1.5 million in common equity by July 24, 2012, the Conversion Price shall be reduced from $.20 to $.10 and the exercise price of the Series C Warrants shall be reduced to $.10 (“Ratchet Provision”). | ' | ' | ' | ' | ' | ' |
Convertible Debt, Fair Value Disclosures | ' | ' | ' | ' | ' | ' | 1,164,658 | 53,900 | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | ' | 132,221,476 | 100,691,954 | ' | ' | ' | ' | ' |
Common Stock, Value, Issued | ' | ' | ' | ' | 132,222 | 100,692 | ' | ' | ' | ' | ' |
Debt Instrument Accrued Interest | ' | ' | ' | ' | ' | ' | 53,594 | ' | ' | ' | ' |
Notes Principal Amount Including Accrued Interest | ' | ' | ' | ' | ' | ' | 1,776,667 | ' | ' | ' | ' |
Common Stock Issued On Conversion Notes | ' | ' | ' | ' | ' | ' | 42,301,442 | ' | ' | ' | ' |
Series C Warrants [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Long Term Note Payable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | $0.09 | $0.15 | $0.13 | ' |
Exercise Of Warrants Number Of Common Stock Shares | ' | ' | ' | ' | ' | ' | ' | 500,000 | 750,000 | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | ' | $0.20 | $0.20 | ' | ' |
Description Of Warrant Period | ' | ' | ' | ' | ' | 'five years | ' | ' | ' | ' | ' |
Acorn [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Long Term Note Payable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' |
Common Stock, Value, Issued | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' |
New Investors [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Long Term Note Payable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible notes | ' | ' | ' | $935,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | 31-Jan-13 | ' | ' | ' | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
Operating Leased Assets [Line Items] | ' |
2014 | $44,479 |
2015 | 28,737 |
Total future minimum payments | $73,216 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2013 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 01, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Jul. 01, 2013 | |
acre | Fort Lauderdale [Member] | Fort Lauderdale [Member] | Fort Lauderdale [Member] | |||||
acre | ||||||||
Operating Leased Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Expiration Date | ' | ' | ' | ' | ' | ' | 30-Jun-13 | ' |
Description of Lessor Leasing Arrangements, Operating Leases | ' | ' | 'On October 4, 2013 we moved our corporate headquarters to Elmhurst, IL, where we occupy approximately 2,700 square feet of office space from Real Capital, LLC under a lease contract that expires on September 30, 2015 at a rate of approximately $3,100 a month thru September 30, 2014 and then increases to $3,193 thru September 30, 2015. | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense, Net | ' | ' | $58,898 | $90,217 | ' | ' | ' | ' |
Placement Agent Fee | ' | 210,000 | ' | ' | ' | ' | ' | ' |
Issued Warrants To Purchase Of Common Stock | ' | 175,167 | ' | ' | ' | ' | ' | ' |
Area of Land | ' | ' | ' | ' | 140 | ' | ' | 600 |
Operating Leases Rent Expense Per Month | 1,300 | ' | ' | ' | ' | 2,200 | ' | ' |
Loss Contingency, Damages Sought, Value | ' | ' | $20,000 | ' | ' | ' | ' | ' |
Loss Contingency Common Stock Shares Issuable | ' | ' | 190,000 | ' | ' | ' | ' | ' |
Stockholders_Equity_and_Stock_2
Stockholders' Equity and Stock Based Compensation (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Series A Warrant [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Issued in connection with or for | 'Private Placement |
Number | 8,624,995 |
Exercise Price | $1 |
Date of Issue | 31-Dec-10 |
Date of Expiration | 31-Dec-22 |
Series B Warrant [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Issued in connection with or for | 'Investor Relations Services |
Number | 50,000 |
Exercise Price | $0.37 |
Date of Issue | 31-May-11 |
Date of Expiration | 31-May-16 |
Series B Warrant One [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Issued in connection with or for | 'Investment Banking Services |
Number | 1,000,000 |
Exercise Price | $0.35 |
Date of Issue | 30-Jun-11 |
Date of Expiration | 30-Jun-16 |
Series C Warrant [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Issued in connection with or for | 'Convertible Debt |
Number | 3,057,666 |
Exercise Price | $0.20 |
Date of Issue | 31-Jan-12 |
Date of Expiration | 31-Jan-17 |
Series C Warrant One [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Issued in connection with or for | 'Convertible Debt |
Number | 750,000 |
Exercise Price | $0.20 |
Date of Issue | 31-May-12 |
Date of Expiration | 31-May-17 |
Series C Warrant Two [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Issued in connection with or for | 'Convertible Debt |
Number | 500,000 |
Exercise Price | $0.20 |
Date of Issue | 31-Jul-12 |
Date of Expiration | 31-Jul-17 |
Series D Warrant [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Issued in connection with or for | 'Investment Banking Services |
Number | 450,000 |
Exercise Price | $0.07 |
Date of Issue | 31-Jan-13 |
Date of Expiration | 31-Jan-23 |
Stockholders_Equity_and_Stock_3
Stockholders' Equity and Stock Based Compensation (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Series C Warrant [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Fair Value | $409,727 |
Dividend Yield | 0.00% |
Volatility | 75.00% |
Contractual Lives (Yrs.) | '5 years |
Risk-Free Rate | 0.82% |
Date of the Assumptions | 27-Jan-12 |
Series C Warrant One [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Fair Value | 110,250 |
Dividend Yield | 0.00% |
Volatility | 45.00% |
Contractual Lives (Yrs.) | '5 years |
Risk-Free Rate | 0.81% |
Date of the Assumptions | 11-May-12 |
Series C Warrant Two [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Fair Value | 43,000 |
Dividend Yield | 0.00% |
Volatility | 45.00% |
Contractual Lives (Yrs.) | '5 years |
Risk-Free Rate | 0.61% |
Date of the Assumptions | 24-Jul-12 |
Series D Warrant [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Fair Value | $23,477 |
Dividend Yield | 0.00% |
Volatility | 95.08% |
Contractual Lives (Yrs.) | '10 years |
Risk-Free Rate | 1.90% |
Date of the Assumptions | 2-Jan-13 |
Stockholders_Equity_and_Stock_4
Stockholders' Equity and Stock Based Compensation (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number | 2,640,000 | 2,326,667 | 3,722,500 |
Exercise Price | $0.12 | ' | ' |
Stock Option Grant [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Grant Date | 2-Aug-13 | ' | ' |
Number | 1,056,000 | ' | ' |
Exercise Price | $0.14 | ' | ' |
Fair Value | $137,749 | ' | ' |
Period over which compensation expense is recognized | '36 months | ' | ' |
Stock Option Grant One [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Grant Date | 31-Oct-13 | ' | ' |
Number | 50,000 | ' | ' |
Exercise Price | $0.10 | ' | ' |
Fair Value | 4,168 | ' | ' |
Period over which compensation expense is recognized | '1 month | ' | ' |
Stock Option Grand TWo [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Grant Date | 19-Dec-13 | ' | ' |
Number | 500,000 | ' | ' |
Exercise Price | $0.10 | ' | ' |
Fair Value | $40,026 | ' | ' |
Period over which compensation expense is recognized | '24 months | ' | ' |
Stockholders_Equity_and_Stock_5
Stockholders' Equity and Stock Based Compensation (Details 3) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expected life (years) | '10 years |
Expected volatility | 100.70% |
Risk-free interest rate | 2.80% |
Dividend yield | 0.00% |
Weighted-average estimated fair value of options granted during the year | $0.25 |
Stockholders_Equity_and_Stock_6
Stockholders' Equity and Stock Based Compensation (Details 4) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock-based compensation | $775,225 | $17,425 |
Cost of revenue [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock-based compensation | 0 | 889 |
Selling, General and Administrative Expenses [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock-based compensation | $811,475 | $16,536 |
Stockholders_Equity_and_Stock_7
Stockholders' Equity and Stock Based Compensation (Details 5) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Balance - Number of Options | 2,326,667 | 3,722,500 | ' |
Granted - Number of Options | 1,606,000 | ' | ' |
Exercised - Number of Options | ' | -1,356,880 | ' |
Forfeited - Number of Options | -1,292,667 | -38,953 | ' |
Balance - Number of Options | 2,640,000 | 2,326,667 | 3,722,500 |
Exercisable at December 31, 2013 - Number Of Options | 1,120,000 | ' | ' |
Expected to vest after December 31, 2013 - Number Of Options | 1,520,000 | ' | ' |
Balance - Weighted Average Exercise Price Per Share (in dollars per share) | $0.24 | $0.23 | ' |
Granted - Weighted Average Exercise Price Per Share (in dollars per share) | $0.12 | ' | ' |
Exercised - Weighted Average Exercise Price Per Share (in dollars per share) | ' | $0.22 | ' |
Forfeited - Weighted Average Exercise Price Per Share (in dollars per share) | $0.23 | $0.29 | ' |
Balance - Weighted Average Exercise Price Per Share (in dollars per share) | $0.17 | $0.24 | $0.23 |
Exercisable at December 31, 2013 - Weighted Average Exercise Price Per Share (in dollars per share) | $0.24 | ' | ' |
Expected to vest after December 31, 2013 - Weighted Average Exercise Price Per Share (in dollars per share) | $0.13 | ' | ' |
Balance - Weighted Average Remaining Contractual Term | '8 years 4 months 28 days | '7 years 9 months 18 days | '8 years 7 months 13 days |
Exercisable at December 31, 2013 - Weighted Average Remaining Contractual Term | '6 years 9 months 14 days | ' | ' |
Expected to vest after December 31, 2013 - Weighted Average Remaining Contractual Term | '9 years 8 months 19 days | ' | ' |
Balance - Aggregate Intrinsic Value | ' | $106,625 | ' |
Stockholders_Equity_and_Stock_8
Stockholders' Equity and Stock Based Compensation (Details 6) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Outstanding Stock Options - Shares | 2,640,000 | 2,326,667 | 3,722,500 |
Outstanding Stock Options - Weighted- Average Remaining Contractual Life (years) | '8 years 4 months 28 days | '7 years 9 months 18 days | '8 years 7 months 13 days |
Outstanding Stock Options - Weighted- Average Exercise Price Per Share | $0.17 | $0.24 | $0.23 |
Exercisable Stock Options - Shares | 1,120,000 | ' | ' |
Exercisable Stock Options - Weighted- Average Exercise Price Per Share | $0.24 | ' | ' |
Stock Option One [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Outstanding Stock Options - Exercise Prices | $0.20 | ' | ' |
Outstanding Stock Options - Shares | 670,000 | ' | ' |
Outstanding Stock Options - Weighted- Average Remaining Contractual Life (years) | '6 years 5 months 12 days | ' | ' |
Outstanding Stock Options - Weighted- Average Exercise Price Per Share | $0.20 | ' | ' |
Exercisable Stock Options - Shares | 670,000 | ' | ' |
Exercisable Stock Options - Weighted- Average Exercise Price Per Share | $0.20 | ' | ' |
Stock Option Two [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Outstanding Stock Options - Exercise Prices | $0.30 | ' | ' |
Outstanding Stock Options - Shares | 400,000 | ' | ' |
Outstanding Stock Options - Weighted- Average Remaining Contractual Life (years) | '6 years 11 months 26 days | ' | ' |
Outstanding Stock Options - Weighted- Average Exercise Price Per Share | $0.30 | ' | ' |
Exercisable Stock Options - Shares | 400,000 | ' | ' |
Exercisable Stock Options - Weighted- Average Exercise Price Per Share | $0.30 | ' | ' |
Stock Option Three [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Outstanding Stock Options - Exercise Prices | $0.14 | ' | ' |
Outstanding Stock Options - Shares | 1,020,000 | ' | ' |
Outstanding Stock Options - Weighted- Average Remaining Contractual Life (years) | '9 years 7 months 2 days | ' | ' |
Outstanding Stock Options - Weighted- Average Exercise Price Per Share | $0.14 | ' | ' |
Exercisable Stock Options - Shares | 0 | ' | ' |
Exercisable Stock Options - Weighted- Average Exercise Price Per Share | $0.14 | ' | ' |
Stock Option Four [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Outstanding Stock Options - Exercise Prices | $0.10 | ' | ' |
Outstanding Stock Options - Shares | 550,000 | ' | ' |
Outstanding Stock Options - Weighted- Average Remaining Contractual Life (years) | '9 years 11 months 16 days | ' | ' |
Outstanding Stock Options - Weighted- Average Exercise Price Per Share | $0.10 | ' | ' |
Exercisable Stock Options - Shares | 50,000 | ' | ' |
Exercisable Stock Options - Weighted- Average Exercise Price Per Share | $0.10 | ' | ' |
Stockholders_Equity_and_Stock_9
Stockholders' Equity and Stock Based Compensation (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 29, 2010 | |
Class of Stock [Line Items] | ' | ' | ' | ' |
Preferred stock, par value (in dollars per share) | ' | $0.00 | $0.00 | $0.00 |
Common stock, par value (in dollars per share) | ' | $0.00 | $0.00 | $0.00 |
Common stock, shares issued | ' | 132,221,476 | 100,691,954 | ' |
Common stock, shares outstanding | ' | 132,221,476 | 100,691,954 | ' |
Warrants Weighted Average Fair Value | ' | $0.69 | $0.15 | ' |
Closing Stock Price Of Common Stock | ' | $0.09 | ' | ' |
Share-Based Compensation | ' | $775,225 | $17,425 | ' |
Stock Issued During Period, Shares, Issued For Services | ' | 4,400,000 | ' | ' |
Contingent Expense | 748,000 | ' | ' | ' |
Stock Incentive Plan [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | 8,000,000 | ' | ' |
Restricted Stock [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | 500,000 | ' | ' |
Share-Based Compensation | ' | $50,750 | $27,500 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current tax expense | ' | ' |
Federal | $0 | $0 |
State | 0 | 0 |
Total current taxes | 0 | 0 |
Deferred taxes: | ' | ' |
Federal | 0 | 0 |
State | 0 | 0 |
Total deferred taxes | 0 | ' |
Provision for income taxes | $0 | $0 |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Assets And Liabilities [Line Items] | ' | ' |
Net operating loss | $3,443,689 | $2,343,710 |
Stock option expense | 73,939 | 144,146 |
Accrued expenses | 21,813 | 124,395 |
Capitalized software | 85,258 | 169,064 |
Net deferred tax asset | 3,624,699 | 2,781,315 |
Less: Valuation Allowance | -3,624,699 | -2,281,315 |
Net deferred taxes | $0 | $0 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Provisions For Income Taxes [Line Items] | ' | ' |
Federal tax benefit, at statutory rate of 34% | ($724,152) | ($1,305,397) |
State income taxes | -76,675 | -133,160 |
Meals and entertainment | 1,381 | 1,053 |
Non-deductible financing costs | 0 | 495,435 |
Stock options | -43,938 | 29,417 |
Change in valuation allowance | 843,384 | 912,652 |
Provision for income taxes | $0 | $0 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ' |
Operating Loss Carryforwards | $9,142,868 |
Operating Loss Carryforward Expiration Dates | 'expire beginning in 2030 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 34.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Jul. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Jan. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 24, 2012 | 11-May-12 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2013 | Sep. 30, 2012 | |
Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Acorn [Member] | Acorn [Member] | |||||||||
Common Stock [Member] | Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consultation Fee Paid, Related Party | ' | ' | ' | ' | $748,000 | $48,000 | ' | ' | ' | ' | ' | ' | ' |
Expenses Reimbursed, Related Party | ' | ' | ' | 65,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Payment Of Expenses | ' | ' | 325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Gross Proceeds From Issuance Of Stock | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price Of Common Share Equity | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt Additional Issuance | ' | ' | ' | ' | ' | ' | 200,000 | 300,000 | ' | ' | ' | ' | ' |
Exercise Of Warrants Number Of Common Stock Shares | ' | ' | ' | ' | ' | ' | 500,000 | 750,000 | ' | ' | ' | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | $0.20 | $0.20 | ' | ' | ' | ' | ' |
Proceeds from convertible notes | 200,000 | 300,000 | ' | ' | 0 | 1,435,000 | ' | ' | ' | ' | ' | ' | ' |
Common Stock Closing Sales Price | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Redemption Price | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,285,174 | 20,000,000 |
Stock Issued During Period, Value, Issued for Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 | 1,200,000 |
Proceeds From Sale Of Additional Notes | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting Fee | ' | ' | ' | ' | ' | ' | ' | ' | $9,000 | $54,000 | $54,000 | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' |
Investment Owned, Percent of Net Assets | ' | ' | ' | ' | 13.30% | ' | ' | ' | ' | ' | ' | ' | ' |
Concentrations_Details_Textual
Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Customer One [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration Risk, Percentage | 48.90% | 38.20% |
Customer Two [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration Risk, Percentage | 21.60% | 26.60% |
Customer Three [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration Risk, Percentage | 10.30% | 25.90% |
Supplemental_NonCash_Informati1
Supplemental Non-Cash Information (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Supplemental Non-Cash Information [Line Items] | ' |
Payments of Debt Issuance Costs | $95,000 |
Stock Issued During Period Shares, Settlement For Debt | 475,000 |
Amortization Of Debt Issuance Costs | 42,778 |
Debt Instrument Principal And Accrued Interest | 1,776,667 |
Conversion Of Notes Into Common Stock | 42,301,442 |
Reclassification Of Derivative Warrant Liability To Equity | $446,419 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Event [Line Items] | ' |
Stock Issued During Period, Value, Issued For Services | $350,918 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Stock Issued During Period, Shares, Issued for Cash | 3,382,142 |
Stock Issued During Period, Value, Issued for Cash | 200,000 |
Stock Issued During Period, Value, Issued For Services | 42,000 |
Subsequent Event [Member] | Officer [Member] | ' |
Subsequent Event [Line Items] | ' |
Stock Issued During Period, Shares, Issued for Cash | 1,428,571 |
Stock Issued During Period, Value, Issued for Cash | $100,000 |