fuboTV (FUBO) 10-Q 22 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 22, 2017
Document And Entity Information
Entity Registrant Name	CAROLCO PICTURES, INC.
Entity Central Index Key	1,484,769
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		34,940
Trading Symbol	CRCO
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 18,000	$ 101,000
Accounts receivable	1,000	11,000
Prepaid expenses and other current assets	15,000	3,000
Total current assets	34,000	115,000
Total assets	34,000	115,000
Current Liabilities
Accounts payable and accrued expenses	150,000	130,000
Accrued interest related parties	124,000	118,000
Accrued payroll - officers	553,000	458,000
Advances from related parties	41,000	41,000
Deposit on future sale of equity	55,000	55,000
Deferred revenue		24,000
Note payable	75,000	75,000
Convertible notes payable-related party	484,000	484,000
Derivative liability	3,602,000	12,985,000
Total current liabilities	5,084,000	14,370,000
Stockholders' Deficit
Common stock par value $0.0001: 300,000,000 shares authorized; 33,940 shares issued and outstanding, at March 31, 2017 and December 31, 2016
Additional paid-in capital	10,201,000	7,626,000
Accumulated deficit	(15,059,000)	(21,697,000)
Total Stockholders' Deficit allocated to Carolco Pictures, Inc.	(4,853,000)	(14,066,000)
Non-Controlling Interest in Subsidiaries	(197,000)	(189,000)
Total Stockholders' Deficit	(5,050,000)	(14,255,000)
Total Liabilities and Stockholders' Deficit	34,000	115,000
Series A Preferred Stock [Member]
Stockholders' Deficit
Preferred stock value	1,000	1,000
Series B Preferred Stock [Member]
Stockholders' Deficit
Preferred stock value
Series C Preferred Stock [Member]
Stockholders' Deficit
Preferred stock value	$ 4,000	$ 4,000

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	33,940	33,940
Common stock, shares outstanding	33,940	33,940
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	5,000,000	5,000,000
Preferred stock, shares outstanding	5,000,000	5,000,000
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	41,000,000	41,000,000
Preferred stock, shares issued	40,511,991	40,511,991
Preferred stock, shares outstanding	40,511,991	40,511,991

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Revenue	$ 53,000	$ 22,000
Cost of goods sold	31,000	2,000
Gross Profit	22,000	20,000
Operating expenses
Compensation	94,000	114,000
General and administrative	98,000	28,000
Total operating expenses	192,000	142,000
Loss from operations	(170,000)	(122,000)
Other (income) expense
Interest expense (including interest to related party of $7,000 and $72,000 respectively)	7,000	170,000
Change in fair value of derivative liability	(6,807,000)	2,380,000
Gain on extinguishment of derivative liability		(174,000)
Other (income) expense		1,000
Other (income) expense, net	(6,800,000)	2,377,000
Net income (loss)
Income (loss) before non-controlling interest	6,638,000	(2,499,000)
Loss attributable to non-controlling interest	(8,000)	(32,000)
Net income (loss) attributable to Carolco Pictures, Inc.	$ 6,638,000	$ (2,467,000)
Net income (loss) per common share
-Basic	$ 195.58	$ (155.17)
-Diluted	$ 0.08	$ (155.17)
Weighted average common shares outstanding
-Basic	33,940	15,899
-Diluted	87,399,072	15,899

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Interest expense related party	$ 7,000	$ 72,000

Condensed Consolidated Stateme6

Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($)	Common Shares [Member]	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Series C Preferred Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit	Non-Controlling Interest [Member]	Total
Balance at Dec. 31, 2016		$ 1,000		$ 4,000	$ 7,626,000	$ (21,697,000)	$ (189,000)	$ (14,255,000)
Balance, shares at Dec. 31, 2016	33,940	5,000,000	1,000,000	40,511,991
Extinguishment of derivative liability					2,575,000			2,575,000
Net income (loss)						6,638,000	(8,000)	6,638,000
Balance at Mar. 31, 2017		$ 1,000		$ 4,000	$ 10,201,000	$ (15,059,000)	$ (197,000)	$ (5,050,000)
Balance, shares at Mar. 31, 2017	33,940	5,000,000	1,000,000	40,511,991

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income (loss)	$ 6,638,000	$ (2,499,000)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Change in fair value of derivative liability	(6,807,000)	2,380,000
Amortization of debt discount		79,000
Gain on extinguishment of derivative liability		(174,000)
Changes in operating assets and liabilities:
Accounts receivable	10,000	(1,000)
Prepaid expenses and other assets	(12,000)	(1,000)
Accounts payable	19,000	8,000
Accrued interest	6,000	18,000
Accrued payroll – related party	95,000	45,000
Deferred revenues	(24,000)
Net cash used in operating activities	(83,000)	(144,000)
Cash flows from financing activities:
Advances from (repayments to) related parties		196,000
Repayment of convertible notes payable		(123,000)
Proceeds from note payable		30,000
Net cash provided by financing activities		103,000
Net change in cash	(83,000)	(41,000)
Cash at beginning of the period	101,000	48,000
Cash at end of the period	18,000	7,000
Supplemental disclosure of cash flows information:
Interest paid		19,000
Income tax paid
Non-cash financing and investing activities:
Common stock issued upon conversion notes payable and accrued interest		83,000
Minority share of losses of subsidiary	8,000	32,000
Extinguishment of derivative liability upon warrant expiration	$ 2,575,000

Organization and Basis of Opera

Organization and Basis of Operations	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Organization and Basis of Operations	Note 1 - Organization and Basis of Operations Carolco Pictures, Inc. (formerly “Brick Top Productions, Inc” or the “Company”) was incorporated under the laws of the State of Florida in February 2009 under the name “York Entertainment, Inc.” The Company changed its name to Brick Top Productions, Inc. in October 2010. In January 2015, the Company changed its name from Brick Top Productions, Inc. to Carolco Pictures, Inc. In addition, in January 2015, the Company changed its stock symbol from “BTOP” to “CRCO.” The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America (“U.S.”) and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Article 8-03 of Regulation S-X under the Exchange Act. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the three months ended March 31, 2017 are not indicative of the results that may be expected for the fiscal year ending December 31, 2017. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2016 filed on April 10, 2017. The condensed consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements included in the Form 10-K for that year. Going Concern The Company’s condensed consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the condensed consolidated financial statements, the Company had a stockholders’ deficit of $5,050,000 at March 31, 2017, and utilized net cash used in operating activities of $83,000 for the three months then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. In addition, the Company’s independent public accounting firm in its audit report to the financial statements included in the 2016 Annual Report expressed substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management estimates that the current funds on hand and raising capital through proceeds from the sale of common stock subscriptions will be sufficient to continue operations through 2017. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and in its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash to operate its business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Reverse Stock Split In January 2017, the Company’s Board of Directors declared a 1-for-10,000 reverse stock split of the Company’s common stock. All shares and per-share amounts have been retroactively restated as of the earliest periods presented to reflect the stock split. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include depreciable lives of property and equipment, analysis of impairments of recorded goodwill, accruals for potential liabilities, assumptions made in valuing derivative liabilities and assumptions made in valuing stock instruments issued for services. Principles of Consolidation The Company’s consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest York Productions, LLC The State of Florida October 22, 2008 (June 1, 2010) 60% York Productions II, LLC The State of Florida June 13, 2013 60% S&G Holdings, Inc. The State of Tennessee January 4, 2005 (December 24, 2013) 75% Recall Studios, Inc. The State of Nevada March 30, 2016 (July 27, 2016) 100% The accompanying financial statements are consolidated and include the accounts of the Company and its majority owned subsidiaries. The consolidated accounts include 100% of the assets and liabilities of our majority owned subsidiaries, and the ownership interests of minority investors are recorded as a minority interest. Concentrations During the three months ended March 31, 2017, the Company had one customer that accounted for 91% of sales. During the three months ended March 31, 2016, the Company had one customer that accounted for 80% of sales. Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. For the three months ended March 31, 2017, the dilutive impact of a note payable that can convert into 13 shares of common stock and warrants exercisable into 239 shares of common stock have been excluded because their impact on the income per share is anti-dilutive. For the three months ended March 31, 2017, the calculation of diluted earnings per share included convertible Series A Preferred stock that can convert into 2,000,000 shares of common stock, convertible Series B Preferred stock that can convert into 81,023,982 shares of common stock, and notes that can convert into 4,341,150 shares of common stock. For the three months ended March 31, 2016, the dilutive impact of 295 warrants has been excluded because their impact on the loss per share is anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share: Three Months ended March 31, 2017 2016 Earnings per share – Basic Income (Loss) for the period $ 6,638,000 $ (2,467,000 ) Basic average common stock outstanding 33,940 15,899 Net earnings per share $ 195.58 $ (155.17 ) Three months ended March 31, 2017 2016 Earnings per share - Diluted Income (Loss) for the period $ 6,638,000 $ (2,467,000 ) Basic average common stock outstanding 33,940 15,899 Diluted effect from preferred stock and convertible notes 87,365,132 - Diluted average common stock outstanding 87,399,072 15,899 Net earnings per share $ 0.08 $ (155.17 ) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the March 31, 2017, reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02 , Leases Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

Note Payable

Note Payable	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Note Payable	Note 3 –Note Payable The Company has a note payable to a financial institution wherein the Company can make advances up to $75,000. The note payable is secured by certain of the Company’s assets, bears an average interest rate of 5% per annum and will mature in April 2017. As of March 31, 2017, and December 31, 2016, the outstanding balance of the note amounted to $75,000. The amount is currently past due.

Convertible Notes Payable to Re

Convertible Notes Payable to Related Parties	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Convertible Notes Payable to Related Parties	Note 4 – Convertible Notes Payable to Related Parties Chairman and Former CEO In July 2015, the Company issued convertible promissory notes to Alex Bafer, Chairman and former CEO in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible to shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount. In October 2015, the notes matured and became past due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer agreed to extend the maturity date of these notes to August 1, 2017 and cure the default. There were no other terms changed and no additional compensation paid. As of March 31, 2017 and December 31, 2016, the total outstanding note balance amounted to $434,000 and $434,000, and accrued interest of $124,000 and $118,000, respectively. Shareholder On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 5% per annum, is due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The note is currently past due.

Derivative Liability

Derivative Liability	3 Months Ended
	Mar. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	Note 5 - Derivative Liability The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. Certain warrants issued to investors and conversion features of notes payable did not have fixed settlement provisions because either their exercise prices will be lowered if the Company issues securities at lower prices in the future or the conversion price is variable. In addition, since the number of shares to be issued is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to share settle the conversion option. In accordance with the FASB authoritative guidance, the conversion feature of the notes was separated from the host contract (i.e., the notes) and the fair value of the warrants have been recognized as a derivative and will be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The derivative liabilities were valued at the following dates using a probability based weighted-average Black-Scholes-Merton model with the following average assumptions: March 31, 2017 December 31, 2016 Stock Price $ 0.83 $ 4.0 Risk free interest rate 0.51% - 0.62 % 0.51% - 0.62 % Expected Volatility 1004 % 383 % Expected life in years 0.33 0.21-0.57 Expected dividend yield 0 % 0 % Fair Value – Warrants $ 0 $ 11,930,000 Fair Value – Note Conversion Feature 3,602,000 1,055,000 Total $ 3,602,000 $ 12,985,000 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the derivative securities was determined by the remaining contractual life of the derivative instrument. For derivative instruments that already matured, the Company used the estimated life. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. During the period ended March 31, 2017, the Company recorded a gain of $6,807,000 to account for the change in fair value of the derivative liabilities related to the conversion features and warrants from December 31, 2016 to March 31, 2017. During the three months ended March 31, 2017, the warrants accounted for as derivative liabilities expired and as such their corresponding fair value at the expiration date of $2,575,000 was extinguished from the derivative liabilities balance. As of March 31, 2017, the derivative liability amounted to $3,602,000.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholders' Deficit	Note 6 - Stockholders’ Deficit Summary of the Company’s Stock Warrant Activities The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2017 and December 31, 2016: Warrants Weighted Average Price Weighted Average Remaining Contractual Life December 31, 2016 295 $ 800 3.63 Granted - - - Exercised - - - Forfeited/expired (56 ) 10 (0.54 ) March 31, 2017 239 $ 1,740 4.17 At March 31, 2017, the Company’s outstanding and exercisable warrants had an intrinsic value of $0.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 7- Related Party Transactions Advances from Related Party From time to time, the former CEO of the Company, a shareholder and a shareholder/employee advanced funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand. As of March 31, 2017 and December 31, 2016 outstanding advances from related party aggregated to $41,000. Accrued Payroll During the three months ended March 31, 2017, the Company accrued payroll in the aggregate of $137,000 for officers and employees’ salaries. As of March 31, 2017, accrued payroll amounted to $553,000, of which $437,500 pertains to the accrued salary of two officers, Mr. Cohen, former CEO and Mr. Bafer, Chief Development Officer.

Contingencies and Litigation

Contingencies and Litigation	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Contingencies and Litigation	Note 8 - Contingencies and Litigation The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Except for income tax contingencies (commencing April 1, 2009), the Company records accruals for contingencies to the extent that management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. The Company is not currently engaged in any legal proceedings, however, the Company received a letter dated April 26, 2016 from Studiocanal S.A. (“Studiocanal”) and another letter dated December 1, 2016 from counsel representing Studiocanal claiming that Studiocanal owns common law rights to certain marks currently being used by the Company. Such marks were previously registered by a company that has been defunct since 1996. In addition, Studiocanal and its counsel claim that Studiocanal owns all right, title and interest in and to the catalogue of television programs and films that were produced and distributed by that defunct company, including the Rambo franchise, Terminator 2: Judgment Day, Basic Instinct and Total Recall. The December 2016 letter states that the use of trademarks and copyrighted images by the Company constitutes infringement of intellectual property rights, a violation of the Digital Millennium Copyright Act, false advertising, unfair competition, misappropriation of trademarks and trademark dilution. Studiocanal’s counsel requested that the Company cease and desist from use of such marks and material and relinquish trademark registrations legally obtained by the Company. Following receipt of the April 2016 letter, the Company responded and discussions were held between representatives of the Company and Studiocanal. The Company has not yet responded to the December 2016 letter. As of the date hereof, the Company is not aware of any legal proceeding having been brought by Studiocanal.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Segment Reporting	Note 9 – Segment Reporting We operate under two business segments: television production and virtual reality and application production services. Through our subsidiary that we acquired in December 2013, High Five Entertainment, we specialize in the development and presentation of quality television programming including live events and award shows. Through our subsidiary that we acquired in July 2016, Recall Studios, we focus on Virtual Reality content, filling the demand attendant to the increased production of virtual reality viewing devices absent a corresponding increase in content production. We analyze the results of our business for these two segments through the following three companies: Recall Studios, High Five Entertainment, and Carolco Pictures. The chief development decision maker evaluates the operating results and performance of our virtual reality production segment through earnings before interest and income taxes-adjusted, which is presented net of noncontrolling interests. The chief executive decision maker evaluates our corporate and television production services segment through earnings before income taxes-adjusted because interest income and interest expense are part of operating results when assessing and measuring the operational and financial performance of the segment. Each segment has a manager responsible for executing our strategies. As a result of these and other factors, we do not manage our business on an individual basis. Operating segment revenues and profitability for the three months ended March 31, 2017 were as follows: Virtual Reality Total Corporate Film Production App Production Consolidated Revenue $ - $ 48,000 $ 5,000 $ 53,000 Cost of goods sold - 31,000 - 31,000 Gross Profit - 17,000 5,000 22,000 Operating Expenses 101,000 50,000 41,000 192,000 (Loss) from operations (101,000 ) (33,000 ) (36,000 ) (170,000 ) Interest Expense 6,000 1,000 - 7,000 Change in fair value of derivative liability (6,807,000 ) - - (6,807,000 ) Net income (loss) before non-controlling interest $ 6,700,000 $ (34,000 ) $ (36,000 ) $ 6,630,000 Total Assets $ 13,000 $ 4,000 $ 17,000 $ 34,000

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events On April 3, 2017 Birchwood Capital, LLC (“Birchwood”) entered into a securities purchase agreement by and between Birchwood, Brick Top Holdings, Inc. (“Brick Top”) and David Cohen pursuant to which Birchwood transferred to Brick Top 1,250,000 shares of the Company’s Series A preferred stock and 5,125,000 shares of the Company’s Series C preferred stock in exchange for $37,500. Alexander Bafer, the Company’s Chairman of the Board and Chief Development Officers, owns and controls Brick Top. Also on April 3, 2017, the Company entered into a separation agreement and general release by and between the Company and David Cohen pursuant to which Mr. Cohen agreed to resign from his officer and director positions with the Company no later than April 15, 2017. In consideration thereof, Mr. Cohen will receive 1,000 shares of Company common stock valued at $840.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Reverse Stock Split	Reverse Stock Split In January 2017, the Company’s Board of Directors declared a 1-for-10,000 reverse stock split of the Company’s common stock. All shares and pre-share amounts have been retroactively restated as of the earlier periods presented to reflect the stock split.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include depreciable lives of property and equipment, analysis of impairments of recorded goodwill, accruals for potential liabilities, assumptions made in valuing derivative liabilities and assumptions made in valuing stock instruments issued for services.
Principles of Consolidation	Principles of Consolidation The Company’s consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest York Productions, LLC The State of Florida October 22, 2008 (June 1, 2010) 60% York Productions II, LLC The State of Florida June 13, 2013 60% S&G Holdings, Inc. The State of Tennessee January 4, 2005 (December 24, 2013) 75% Recall Studios, Inc. The State of Nevada March 30, 2016 (July 27, 2016) 100% The accompanying financial statements are consolidated and include the accounts of the Company and its majority owned subsidiaries. The consolidated accounts include 100% of the assets and liabilities of our majority owned subsidiaries, and the ownership interests of minority investors are recorded as a minority interest.
Concentrations	Concentrations During the three months ended March 31, 2017, the Company had one customer that accounted for 91% of sales. During the three months ended March 31, 2016, the Company had one customer that accounted for 80% of sales.
Loss Per Share	Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. For the three months ended March 31, 2017, the dilutive impact of a note payable that can convert into 13 shares of common stock and warrants exercisable into 239 shares of common stock have been excluded because their impact on the income per share is anti-dilutive. For the three months ended March 31, 2017, the calculation of diluted earnings per share included convertible Series A Preferred stock that can convert into 2,000,000 shares of common stock, convertible Series B Preferred stock that can convert into 81,023,982 shares of common stock, and notes that can convert into 4,341,150 shares of common stock. For the three months ended March 31, 2016, the dilutive impact of 295 warrants has been excluded because their impact on the loss per share is anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share: Three Months ended March 31, 2017 2016 Earnings per share – Basic Income (Loss) for the period $ 6,638,000 $ (2,467,000 ) Basic average common stock outstanding 33,940 15,899 Net earnings per share $ 195.58 $ (155.17 ) Three months ended March 31, 2017 2016 Earnings per share - Diluted Income (Loss) for the period $ 6,638,000 $ (2,467,000 ) Basic average common stock outstanding 33,940 15,899 Diluted effect from preferred stock and convertible notes 87,365,132 - Diluted average common stock outstanding 87,399,072 15,899 Net earnings per share $ 0.08 $ (155.17 )
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the March 31, 2017, reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02 , Leases Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Schedule of Consolidated Subsidiaries and Entities	The Company’s consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest York Productions, LLC The State of Florida October 22, 2008 (June 1, 2010) 60% York Productions II, LLC The State of Florida June 13, 2013 60% S&G Holdings, Inc. The State of Tennessee January 4, 2005 (December 24, 2013) 75% Recall Studios, Inc. The State of Nevada March 30, 2016 (July 27, 2016) 100%
Schedule of Earnings Per Share Basic and Diluted	The following table sets forth the computation of basic and diluted earnings per share: Three Months ended March 31, 2017 2016 Earnings per share – Basic Income (Loss) for the period $ 6,638,000 $ (2,467,000 ) Basic average common stock outstanding 33,940 15,899 Net earnings per share $ 195.58 $ (155.17 ) Three months ended March 31, 2017 2016 Earnings per share - Diluted Income (Loss) for the period $ 6,638,000 $ (2,467,000 ) Basic average common stock outstanding 33,940 15,899 Diluted effect from preferred stock and convertible notes 87,365,132 - Diluted average common stock outstanding 87,399,072 15,899 Net earnings per share $ 0.08 $ (155.17 )

Derivative Liability (Tables)

Derivative Liability (Tables)	3 Months Ended
	Mar. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Weighted-Average Black-scholes-Merton Model	The derivative liabilities were valued at the following dates using a probability based weighted-average Black-Scholes-Merton model with the following average assumptions: March 31, 2017 December 31, 2016 Stock Price $ 0.83 $ 4.0 Risk free interest rate 0.51% - 0.62 % 0.51% - 0.62 % Expected Volatility 1004 % 383 % Expected life in years 0.33 0.21-0.57 Expected dividend yield 0 % 0 % Fair Value – Warrants $ 0 $ 11,930,000 Fair Value – Note Conversion Feature 3,602,000 1,055,000 Total $ 3,602,000 $ 12,985,000

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Summary of Stock Warrants Activities	The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2017 and December 31, 2016: Warrants Weighted Average Price Weighted Average Remaining Contractual Life December 31, 2016 295 $ 800 3.63 Granted - - - Exercised - - - Forfeited/expired (56 ) 10 (0.54 ) March 31, 2017 239 $ 1,740 4.17

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Schedule of Operating Segment Revenues and Profitability	Operating segment revenues and profitability for the three months ended March 31, 2017 were as follows: Virtual Reality Total Corporate Film Production App Production Consolidated Revenue $ - $ 48,000 $ 5,000 $ 53,000 Cost of goods sold - 31,000 - 31,000 Gross Profit - 17,000 5,000 22,000 Operating Expenses 101,000 50,000 41,000 192,000 (Loss) from operations (101,000 ) (33,000 ) (36,000 ) (170,000 ) Interest Expense 6,000 1,000 - 7,000 Change in fair value of derivative liability (6,807,000 ) - - (6,807,000 ) Net income (loss) before non-controlling interest $ 6,700,000 $ (34,000 ) $ (36,000 ) $ 6,630,000 Total Assets $ 13,000 $ 4,000 $ 17,000 $ 34,000

Organization and Basis of Ope23

Organization and Basis of Operations (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Stockholders' deficit	$ 5,050,000	$ 14,255,000
Net cash used in operating activities	$ 83,000

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Details Narrative) - shares	1 Months Ended	3 Months Ended
	Jan. 31, 2017	Mar. 31, 2017	Mar. 31, 2016
Ownership interest percentage		100.00%
Diluted earnings per share included convertible notes converted into shares of common stock		4,341,150
Convertible Series A Preferred Stock [Member]
Diluted earnings per share included preferred stock converted into shares of common stock		2,000,000
Convertible Series B Preferred Stock [Member]
Diluted earnings per share included preferred stock converted into shares of common stock		81,023,982
Note Payable Convert into Shares Common Stock [Member]
Antidilutive securities		13
Warrants Exercisable Shares Common Stock [Member]
Antidilutive securities		239
Warrants [Member]
Antidilutive securities			295
One Customer [Member]
Concentrations risk percentage		91.00%	80.00%
Board of Directors [Member]
Reverse stock split	1-for-10,000

Summary of Significant Accoun25

Summary of Significant Accounting Policies - Schedule of Consolidated Subsidiaries and Entities (Details)	3 Months Ended
	Mar. 31, 2017
York Productions, LLC [Member]
Name of consolidated subsidiary or entity	York Productions, LLC
State or other jurisdiction of incorporation or organization	The State of Florida
Date of incorporation or formation	Oct. 22, 2008
Date of acquisition	Jun. 1, 2010
Attributable interest	60.00%
York Productions II, LLC [Member]
Name of consolidated subsidiary or entity	York Productions II, LLC
State or other jurisdiction of incorporation or organization	The State of Florida
Date of incorporation or formation	Jun. 13, 2013
Attributable interest	60.00%
S&G Holdings, Inc [Member]
Name of consolidated subsidiary or entity	S&G Holdings, Inc.
State or other jurisdiction of incorporation or organization	The State of Tennessee
Date of incorporation or formation	Jan. 4, 2005
Date of acquisition	Dec. 24, 2013
Attributable interest	75.00%
Recall Studios, Inc. [Member]
Name of consolidated subsidiary or entity	Recall Studios, Inc.
State or other jurisdiction of incorporation or organization	The State of Nevada
Date of incorporation or formation	Mar. 30, 2016
Date of acquisition	Jul. 27, 2016
Attributable interest	100.00%

Summary of Significant Accoun26

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accounting Policies [Abstract]
Income (Loss) for the period	$ 6,638,000	$ (2,467,000)
Basic average common stock outstanding	33,940	15,899
Net earnings per share	$ 195.58	$ (155.17)
Diluted effect from preferred stock and convertible notes	87,365,132
Diluted average common stock outstanding	87,399,072	15,899
Net earnings per share	$ 0.08	$ (155.17)

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Promissory note principal amount	$ 75,000
Interest rate percentage	5.00%
Debt maturity date description	mature in April 2017
Notes payable	$ 75,000	$ 75,000

Convertible Notes Payable to 28

Convertible Notes Payable to Related Parties (Details Narrative) - USD ($)	Dec. 28, 2016	Jul. 31, 2016	Jul. 31, 2015	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Oct. 31, 2015
Accrued interest related party				$ 7,000	$ 72,000
Annual interest rate				5.00%
Shareholder [Member]
Annual interest rate	5.00%
Debt maturity date	Mar. 24, 2017
Unsecured convertible promissory note	$ 50,000
Debt conversion price per share	$ 4,000
Minimum [Member]
Annual interest rate							5.00%
Maximum [Member]
Annual interest rate							22.00%
Alex Bafer [Member]
Proceeds from convertible debt			$ 530,000
Accrued interest related party			13,000
Convertible promissory note principal amount			$ 543,000
Annual interest rate			5.00%
Debt maturity date		Aug. 1, 2017	Oct. 1, 2015
Conversion price percentage			50.00%
Outstanding note balance amount				$ 434,000		$ 434,000
Accrued interest				$ 124,000		$ 118,000

Derivative Liability (Details N

Derivative Liability (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Change in fair value of derivative liability	$ (6,807,000)	$ 2,380,000
Fair value of derivative liability	3,602,000		$ 12,985,000
Expiration Date [Member]
Fair value of derivative liability	$ 2,575,000

Derivative Liability - Schedule

Derivative Liability - Schedule of Weighted-Average Black-scholes-Merton Model (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Stock Price	$ 0.83	$ 4
Expected Volatility	1004.00%	383.00%
Expected life in years	3 months 29 days
Expected dividend yield	0.00%	0.00%
Fair Value	$ 3,602,000	$ 12,985,000
Warrants [Member]
Fair Value	0	11,930,000
Note Conversion Feature [Member]
Fair Value	$ 3,602,000	$ 1,055,000
Minimum [Member]
Risk free interest rate	0.51%	0.51%
Expected life in years		2 months 16 days
Maximum [Member]
Risk free interest rate	0.62%	0.62%
Expected life in years		6 months 25 days

Stockholders' Deficit (Details

Stockholders' Deficit (Details Narrative)	Mar. 31, 2017USD ($)
Equity [Abstract]
Warrants outstanding intrinsic value	$ 0
Warrants exercisable intrinsic value	$ 0

Stockholders' Deficit - Summary

Stockholders' Deficit - Summary of Stock Warrants Activities (Details)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Equity [Abstract]
Warrant beginning balance | shares	295
Warrant Granted | shares
Warrant Exercised | shares
Warrant Forfeited/expired | shares	(56)
Warrant ending balance | shares	239
Weighted Average Price beginning balance | $ / shares	$ 800
Weighted Average Price Granted | $ / shares
Weighted Average Price Exercised | $ / shares
Weighted Average Price Forfeited/expired | $ / shares	10
Weighted Average Price ending balance | $ / shares	$ 1,740
Weighted Average Remaining Contractual Life beginning	3 years 7 months 17 days
Weighted Average Remaining Contractual Life Forfeited/expired	6 months 14 days
Weighted Average Remaining Contractual Life ending	4 years 2 months 1 day

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Advances from related party	$ 41,000	$ 41,000
Accrued payroll	553,000	$ 458,000
Accrued payroll of officers and employees salaries	137,000
Mr. Cohen, former CEO and Mr. Bafer, Chief Development Officer [Member]
Accrued payroll	$ 437,500

Segment Reporting (Details Narr

Segment Reporting (Details Narrative)	3 Months Ended
	Mar. 31, 2017Segments
Segment Reporting [Abstract]
Number of operating business segments	2

Segment Reporting - Schedule of

Segment Reporting - Schedule of Operating Segment Revenues and Profitability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Revenue	$ 53,000	$ 22,000
Cost of goods sold	31,000	2,000
Gross Profit	22,000	20,000
Operating Expenses	192,000	142,000
(Loss) from operations	(170,000)	(122,000)
Interest Expense	7,000	170,000
Change in fair value of derivative liability	(6,807,000)	2,380,000
Net income (loss) before non-controlling interest	6,638,000	$ (2,499,000)
Total Assets	34,000		$ 115,000
Corporate [Member]
Revenue
Cost of goods sold
Gross Profit
Operating Expenses	101,000
(Loss) from operations	(101,000)
Interest Expense	6,000
Change in fair value of derivative liability	(6,807,000)
Net income (loss) before non-controlling interest	6,700,000
Total Assets	13,000
Film Production [Member]
Revenue	48,000
Cost of goods sold	31,000
Gross Profit	17,000
Operating Expenses	50,000
(Loss) from operations	(33,000)
Interest Expense	1,000
Change in fair value of derivative liability
Net income (loss) before non-controlling interest	(34,000)
Total Assets	4,000
Virtual Reality App Production [Member]
Revenue	5,000
Cost of goods sold
Gross Profit	5,000
Operating Expenses	41,000
(Loss) from operations	(36,000)
Interest Expense
Change in fair value of derivative liability
Net income (loss) before non-controlling interest	(36,000)
Total Assets	$ 17,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member]	Apr. 03, 2017USD ($)shares
Mr. Cohen [Member]
Number of common stock shares issued for consideration | shares	1,000
Number of common stock shares issued for consideration, value | $	$ 840
Brick Top Holdings, Inc [Member] | Securities Purchase Agreement [Member] | Series A Preferred Stock [Member]
Preferred stock shares issued | shares	1,250,000
Brick Top Holdings, Inc [Member] | Securities Purchase Agreement [Member] | Series C Preferred Stock [Member]
Preferred stock shares exchange value | $	$ 37,500