Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 18, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Cross Click Media Inc. | ' |
Entity Central Index Key | '0001487659 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 170,282,793 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash | $26,964 | $1,792 |
Accounts receivable | 44,197 | 483 |
Other receivable | 113,642 | 322 |
Prepaid expenses | 22,528 | 23,647 |
Total Current Assets | 207,331 | 26,244 |
Deposits | 2,150 | 2,150 |
Property and equipment, net | 25,037 | 25,411 |
Intangible assets, net | 12,075 | 17,746 |
Total Assets | 246,593 | 71,551 |
Current Liabilities: | ' | ' |
Accounts payable | 423,715 | 279,040 |
Accrued liabilities | 41,080 | 24,030 |
Accrued compensation | 25,750 | ' |
Accrued interest | 107,394 | 24,954 |
Derivative liability | 551,818 | 121,588 |
Notes payable, related party | 77,132 | 16,360 |
Notes payable | 7,121 | 44,300 |
Convertible notes payable, net of discounts of $166,683 and $60,234, respectively | 1,137,166 | 941,515 |
Total Current Liabilities | 2,371,176 | 1,451,787 |
Long Term Liabilities: | ' | ' |
Notes payable | 51,440 | 51,440 |
Convertible notes payable, related party net of discounts of $0 and $37,682, respectively | ' | 40,078 |
Convertible notes payable, related party net of discounts of $9,401 and $16,856, respectively | 51,599 | 39,144 |
Total Liabilities | 2,474,215 | 1,582,449 |
STOCKHOLDERS DEFICIT: | ' | ' |
Preferred stock, $0.001 par value, 8,500,000 authorized, no shares issued and outstanding | ' | ' |
Series A preferred stock; $0.001 par value, 1,500,000 shares authorized, 1,173,041 and 0 shares issued and outstanding | 1,173 | 1,173 |
Common stock; $0.001 par value, 440,000,000 shares authorized, 165,627,046 and 113,740,949 issued and outstanding, respectively | 165,627 | 113,741 |
Additional paid in capital | 2,389,370 | 919,607 |
Deferred stock compensation | -578,853 | -186,749 |
Accumulated deficit | -4,204,939 | -2,358,670 |
Total Stockholders Deficit | -2,227,622 | -1,510,898 |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $246,593 | $71,551 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 8,500,000 | 8,500,000 |
Preferred Stock, Issued and outstanding | 0 | 0 |
Series A Preferred Stock, Par Value | $0.00 | $0.00 |
Series A Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 |
Series A Preferred Stock, Issued and outstanding | 1,173,041 | 1,173,041 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 440,000,000 | 440,000,000 |
Common Stock, Issued and outstanding | 165,627,046 | 113,740,949 |
Convertible notes payable, current, discounts | $166,683 | $60,234 |
Convertible notes payable, long term, related party, discount | 0 | 37,682 |
Convertible notes payable, long term, discounts | $9,401 | $16,856 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $51,451 | $13,467 | $63,048 | $34,035 |
Cost of revenue | ' | ' | 3,075 | ' |
Gross revenue | 51,451 | 13,467 | 59,973 | 34,035 |
Operating Expenses: | ' | ' | ' | ' |
Professional fees | 48,355 | 10,350 | 79,041 | 16,515 |
Salaries and wages | 81,270 | 23,982 | 121,164 | 45,019 |
Advertising and promotion | 26,732 | 43,633 | 91,370 | 57,873 |
Stock-based compensation | 235,396 | 31,255 | 697,823 | 31,255 |
General and administrative | 61,271 | 11,420 | 189,838 | 32,336 |
Total operating expenses | 453,024 | 120,640 | 1,179,236 | 182,998 |
Loss from operations | -401,573 | -107,173 | -1,119,263 | -148,963 |
Other Income (Expense): | ' | ' | ' | ' |
Interest income | 107 | ' | 107 | ' |
Amortization of debt discount | -67,175 | -13,230 | -154,402 | -13,230 |
Change in fair value of derivative liability | -172,126 | ' | -30,916 | ' |
Derivative expense | -24,473 | ' | -178,614 | ' |
Loss on extinguishment of debt | ' | ' | ' | ' |
Loss on issuance of debt | ' | ' | -260,000 | ' |
Interest expense | -58,723 | -1,417 | -103,181 | -1,417 |
Total other income (expense) | -322,390 | -14,647 | -727,006 | -14,647 |
Loss before Provision for Income Taxes | -723,963 | -121,820 | -1,846,269 | -163,610 |
Provision for Income Taxes | ' | ' | ' | ' |
Net Loss | ($723,963) | ($121,820) | ($1,846,269) | ($163,610) |
Loss per share Basic | ($0.01) | $0 | ($0.01) | ($0.01) |
Weighted average shares outstanding, basic | 154,053,106 | 33,170,390 | 142,808,476 | 32,938,008 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss for the period | ($1,846,269) | ($163,610) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 10,507 | 6,736 |
Stock-based compensation | 697,823 | 31,255 |
Derivative expense | 178,614 | ' |
Loss on issuance of debt | 260,000 | ' |
Change in fair value of derivative liability | -30,916 | ' |
Amortization of debt discount | 154,402 | 13,230 |
Change in assets and liabilities: | ' | ' |
(Increase) in accounts receivables | -43,714 | ' |
(Increase) decrease in other receivables | -127,780 | 275 |
(Increase) decrease in prepaid expenses and other assets | 19,880 | -1,250 |
Increase (decrease) in accounts payable and accruals | 271,963 | 10,155 |
Net cash used in operating activities | -393,658 | -103,208 |
Cash flows from investing activities: | ' | ' |
Purchase of property and equipment | -4,462 | ' |
Repayments of note receivable, related party | ' | 10,260 |
Net cash provided by (used) in investing activities | -4,462 | 10,260 |
Cash flows from financing activities: | ' | ' |
Proceeds from notes payable | 412,000 | 46,500 |
Payments on notes payable | -46,980 | ' |
Proceeds from notes payable, related party | 63,400 | 29,650 |
Payments on notes payable, related party | -5,128 | ' |
Contributed capital, related party | ' | 8,000 |
Proceeds from sale of common stock | ' | 20,000 |
Net cash provided by financing activities | 423,292 | 104,150 |
Net increase in cash | 25,172 | 11,202 |
Cash at beginning of period | 1,792 | 1,016 |
Cash at end of period | 26,964 | 12,218 |
Supplemental Cash Flow Information: | ' | ' |
Cash paid for interest | 918 | ' |
Cash paid for income taxes | ' | ' |
Non-Cash Investing and Financing Information: | ' | ' |
Common stock issued for conversion of debt | 171,722 | ' |
Common stock issued for conversion of accrued interest | $2,322 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
Nature of Business | |||||||||||||||||
CrossClick Media, Inc. (“CrossClick” or the “Company”) was incorporated in Nevada on February 23, 2010 as Southern Products, Inc. and was doing business as SIGMAC USA. On August 12, 2013, the Company acquired all of the issued and outstanding common stock of Co-Signer.com, Inc., a private Nevada corporation (“Co-Signer.com”). As a result of the acquisition, we divested our former consumer electronics business and began to focus on the business of Co-Signer.com, Inc. as our primary line of business. | |||||||||||||||||
On August 12, 2013, the Company completed its merger with Co-Signer.com and its wholly-owned subsidiary, Co-Signer Acquisition Corp. Under the Merger Agreement the Company merged with and into Co-Signer Acquisition Corp. In connection with the closing of this transaction, Co-Signer, Inc. acquired all of the issued and outstanding shares of the Company, which resulted in the Company becoming a wholly-owned subsidiary of Co-Signer, Inc. In exchange for all of the issued and outstanding shares of the Company’s stock, the shareholders received a total of 1,173,041 shares of the newly-designated Series A Convertible Preferred Stock, $51,440 in newly-issued 8% Secured Notes, warrants to purchase a total of 51,440 shares of common stock an exercise price of $0.25 per share, and 23,000,000 newly-issued shares of common stock. | |||||||||||||||||
The closing of the transaction has been characterized as a reverse capitalization; therefore, the historical financial statements are the financial statements of Co-Signer.com, Inc. which have been presented to retroactively reflect the historic capitalization of the accounting acquiree. | |||||||||||||||||
On June 18, 2014, the Company changed its name to CrossClick Media, Inc. from Co-Signer, Inc. with the full consent of the Board of Directors and filed such with the Nevada Secretary of State’s office. Subsequently FINRA approved the name and stock symbol change with an effective date of July 14. The Company transitioned from a real estate financial services holding company to a marketing and new media company featuring an affiliate network, call center, and an enterprise solutions division that can provide design, web development, ecommerce, data management and more through an integrated platform. | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three and six months ended June 30, 2014 are not necessarily indicative of the results for the full fiscal year. | |||||||||||||||||
Reclassification | |||||||||||||||||
Certain reclassifications have been made to conform the prior year information to the 2014 classifications for comparative purposes. | |||||||||||||||||
Principles of consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of Cross Click Media, Inc. and Co-Signer.com, Inc. All significant intercompany balances and transactions have been eliminated. Cross Click Media, Inc. and Co-Signer.com, Inc., will be collectively referred herein to as the “Company”. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of June 30, 2014 and December 31, 2013. | |||||||||||||||||
Basic Loss per Share | |||||||||||||||||
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. | |||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost. Depreciation and amortization are provided utilizing the straight-line method over the related asset’s estimated useful life of three years. | |||||||||||||||||
Maintenance and repairs are charged to expense as incurred; renewals and improvements that extend the useful life of the assets are capitalized. Upon retirement or disposal, the asset cost and the related accumulated depreciation and amortization are eliminated from the respective accounts and a resulting gain or loss, if any, is included in the results of operations. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, on a straight-line basis, over their useful lives of three years. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements,” which has four basic criteria that must be met before revenue is recognized: 1) existence of persuasive evidence that an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed and determinable; and 4) collectability is reasonably assured. Our revenue recognition policies are consistent with these criteria. For Tenant Application fees revenue is recognized at the time each application is submitted. Upon the signing of a Co-Signer.com Tenant Agreement and the corresponding Co-Signer.com, Inc. Landlord Agreement supplemented by the executed Tenant Client’s lease, the Company recognizes the revenue for each Surety Fee as indicated in the Tenant Agreement, usually on a monthly basis. | |||||||||||||||||
For media and marketing fees, revenue is recognized upon completion of the task or upon achievement of contracted progressive billing with designated milestones. Each client signs a Statement of Work order which is signed off by the client upon completion or per the terms outlined in the Statement of Work and invoiced accordingly. | |||||||||||||||||
Default Rent Reserve Policy | |||||||||||||||||
The Company reviews each calendar quarter whether a default rent reserve should be established and funded. As of June 30, 2014 the Company has not considered it necessary to fund such a reserve. The Company’s pricing model provides cash flows to offset default risk when losses are below 100% of the lowest default rate per Experian Rent Bureau’s analysis of default rates of tenants that are “Unscoreable”. That number for 2013 was 9.00%. If the Company is to experience losses above 9%, it will then fund a reserve account based upon trend. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, accounts receivables, prepaid expenses, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | |||||||||||||||||
ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. | |||||||||||||||||
The three levels of valuation hierarchy are defined as follows: | |||||||||||||||||
· | Level 1. Observable inputs such as quoted prices in active markets; | ||||||||||||||||
· | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; | ||||||||||||||||
· | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||||||||||||
The following presents the gross value of assets and liabilities that were measured and recognized at fair value, as of June 30, 2014. | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Derivative liability | $ | — | $ | 551,818 | $ | — | $ | 551,818 | |||||||||
Stock-Based Compensation | |||||||||||||||||
We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services. | |||||||||||||||||
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. | |||||||||||||||||
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services ,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. | |||||||||||||||||
Advertising and Marketing costs | |||||||||||||||||
The Company expenses all costs of advertising as incurred. For the six months ended June 30, 2014 and 2013, there was $91,370 of and $57,873 in advertising and marketing costs. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at June 30, 2014. | |||||||||||||||||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. For the six months ended June 30, 2014 and 2013, there have been no interest or penalties incurred on income taxes. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
Property and equipment consisted of the following as of: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Computer equipment | $ | 8,408 | $ | 6,446 | |||||
Property & equipment | 25,100 | 22,600 | |||||||
Less: accumulated depreciation | (8,471 | ) | (3,635 | ) | |||||
Property and equipment, net | $ | 25,037 | $ | 25,411 | |||||
Depreciation expense for the six months ended June 30, 2014 and 2013 was $4,836 and $1,065, respectively. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
INTANGIBLE ASSETS | ' | ||||||||
Intangible assets consisted of the following as of: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Website design | $ | 34,310 | $ | 34,310 | |||||
Domain name | 1,500 | 1,500 | |||||||
Less: accumulated amortization | (23,735 | ) | (18,064 | ) | |||||
Intangible assets, net | $ | 12,075 | $ | 17,746 | |||||
Amortization expense for the six months ended June 30, 2014 and 2013 was $5,671 and $5,671, respectively. |
NOTES_PAYABLE
NOTES PAYABLE | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
NOTES PAYABLE | ' | ||||||||||||||||
On June 29, 2012, the Company issued a $488,489 Convertible Promissory Note and Security Interest in favor of a trade creditor representing the past due invoices of the creditor for professional fees. During the year ended December 31, 2013, the creditor advanced a total of $8,006 for payment of the Company’s operating expenses whereby increasing the principal balance of the note to $491,465. On November 5, 2013, the Company executed the Second Amendment to the Convertible Promissory Note. In this amendment the creditor has agreed to waive the default in the payment of monthly installments and to waive all accrued default interest. The Note is now due in full on or before May 31, 2014. The conversion price of the Note has been amended to $0.075 per share. Additionally, certain accounts payable and accrued expenses of $278,962 due to the creditor for services provided subsequent to the issuance of the original obligation were added to the Note, making the current balance of the Note $812,249. As a result of retiring the old debt and including it in the new note the expensing of the remaining debt discount of $270,502 was accelerated which resulted in a loss on extinguishment of debt of $183,877. Interest relating to the amortization of the debt discount for the year ended December 31, 2013 amounted to $69,772 and $0 remained as the debt discount at December 31, 2013. As of June 30, 2014 there is principle and interest due of $812,249 and $63,556 on the new note, respectively. | |||||||||||||||||
On June 12, 2013, the Company executed a promissory note for $10,000. The loan has no stated interest rate and was due August 12, 2013. The note does not bear interest but did include a loan fee of $5,000. During the quarter ended June 30, 2014, $3,000 was repaid on the loan and the loan was extended with no specific terms of repayment. | |||||||||||||||||
On August 12, 2013, in connection with the merger, the Company issued $51,440 of new notes. The notes are secured, bear interest at 8% and mature in five years. As of June 30, 2014 there is $3,630 of accrued interest on these notes. | |||||||||||||||||
On September 23, 2013, we entered into a $400,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). The face amount of the Note includes an original issue discount of $40,000. The initial advance to be made under the Note by JMJ is $50,000. JMJ may, after making this initial advance, lend us additional sums under the terms of the Note in such amounts and at such dates as it chooses. Individual loans mature one year from the effective date of each payment. If repaid within ninety (90) days from the date of issue, the loan will not bear interest. Upon ninety (90) days after the date of issue, a one-time interest charge of twelve percent (12%) of the principal amount will be applied. JMJ may convert all or part of the Note, at its discretion, into shares of our common stock. The conversion price is sixty percent (60%) of the lowest trading price for our common stock in the twenty-five trading days immediately preceding the conversion date. For the initial advance the Company recorded a debt discount in the amount of $55,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $129,184 based on the Black Scholes Merton pricing model. During the six months ended June 30, 2014, $53,600 of the note was converted into common stock. As of June 30, 2014; $52,211 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $3,636 resulting in a gain on the change in fair value of the derivative. As of June 30, 2014 $1,400 is due on this note and total accrued interest and fees is $7,222. | |||||||||||||||||
On November 1, 2013, the Company executed a convertible promissory note for $30,000. The note bears interest at 9% and matures in two years. The loan is convertible at any time into shares of common stock at $0.075 per share beginning one year from the date of the note. In addition, the note required the issuance of warrants to purchase 400,000 warrants. The aggregate fair value of these warrants totaled $14,034 based on the Black Scholes Merton pricing model. This amount has been recorded as a debt discount and will be amortized utilizing the interest method of accretion over the term of the note. As of June 30, 2014, $4,633 of the discount has been amortized to interest expense and there is $1,783 of accrued interest. | |||||||||||||||||
On November 1, 2013, the Company executed a convertible promissory note for $16,000. The note is convertible at $0.075 after one year, bears interest at 9% and matures in two years. As of June 30, 2014, there is $951 of accrued interest. | |||||||||||||||||
On November 4, 2013, we obtained short term financing from a Lender under a 9% Convertible Note in the amount of $70,000 (the “Short-Term Note”). The Short-Term Note features an original issue discount of $6,700. The $63,300 in funding received from the Lender was used to pay off and retire the Convertible Promissory Note issued to Asher Enterprises, Inc., dated April 9, 2013. The Short-Term Note accrues interest at a rate of nine percent (9%) per year, with all principal and interest due in full within thirty days from the date of issue. The Short-Term Note is currently in default. At any time, the Short-Term Note may be converted, in whole or in part at the option of the holder, at a price of $0.075 per share. As of June 30, 2014 there is $4,108 of accrued interest. The note was reviewed for a beneficial conversion feature and it was determined that none existed as the fair market price of the stock was in excess of the conversion price on the date of the note. | |||||||||||||||||
On November 25, 2013, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $42,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on August 27, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. During the six months ended June 30, 2014, the note and $1,700 of accrued interest was converted into shares of common stock. | |||||||||||||||||
The Company received its second payment from JMJ towards the loan, of $22,000 on December 9, 2013. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $37,173 based on the Black Scholes Merton pricing model. As of June 30, 2014; $13,123 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $61,692 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $8,877 at June 30, 2014 and has accrued interest of $2,889. | |||||||||||||||||
As of December 31, 2013 the Company owed Chiles Valley, LLC, $20,000. This loan was repaid in full during the quarter ended March 31, 2014. | |||||||||||||||||
On January 8, 2014, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on October 10, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014, there is $1,147 of accrued interest on this note. | |||||||||||||||||
On February 13, 2014, we entered into a $250,000 Convertible Promissory Note (the “Note”) with Black Mountain Equities, Inc. (“BME”). The face amount of the Note includes an original issue discount of $25,000. The initial advance to be made under the Note by BME is $25,000. BME may, after making this initial advance, lend us additional sums under the terms of the Note in such amounts and at such dates as it chooses. There is a one-time interest charge of ten percent (10%) and individual loans mature one year from the effective date of each payment. BME may convert all or part of the Note, at its discretion, into shares of our common stock. The conversion is equal to the lesser of a 40% discount to the lowest trading prices in the twenty-five (25) day trading price prior to the conversion date or at a fixed price if $0.025. For the initial advance the Company recorded a debt discount in the amount of $30,000 (payment plus 10% original discount and one time interest charge) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $82,251 based on the Black Scholes Merton pricing model. As of June 30, 2014; $11,342 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $75,333 resulting in a loss on the change in fair value of the derivative. As of June 30, 2014 the note is shown net of a debt discount of $18,658 and has accrued interest of $3,000. | |||||||||||||||||
On February 26, 2014, the Company issued a Convertible Promissory Note to GCEF Opportunity Fund, LLC in the amount of $72,500, includes an original issue discount of $7,500. The note bears a onetime 12% interest charge, is unsecured and matures in one year. The Note is convertible into common stock in whole or in part at any time with a conversion price equal to a 50% discount to the average bid price in the ten day trading price prior to the conversion date. The Company recorded a debt discount in the amount of $81,200 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $179,454 based on the Black Scholes Merton pricing model. As of June 30, 2014; $27,808 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $144,999 resulting in a loss on the change in fair value of the derivative. As of June 30, 2014 the note is shown net of a debt discount of $53,392. In addition to the terms outlined above the Company issued to GCEF 5,000,000 shares of common stock. The stock was valued at $0.052, the closing price on the date of the note for non-cash expense of $260,000 which was recorded as a loss on the issuance of debt. | |||||||||||||||||
On March 3, 2014, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $37,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 5, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014, there is $929 of accrued interest on this note. | |||||||||||||||||
On March 14, 2014, the Company issued a Convertible Promissory Note to Hanover Holdings I, LLC in the amount of $38,000. The note bears interest at a rate of 12% per annum, is unsecured and matures in eight months. The Note is convertible into common stock in whole or in part at any time with a conversion price equal to the lesser of a 45% discount to the lowest trading prices in the five day trading price prior to the conversion date or at a fixed price if $0.04. The Company recorded a debt discount in the amount of $38,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $41,636 based on the Black Scholes Merton pricing model. As of June 30, 2014; $16,889 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $79,507 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $21,111 at June 30, 2014 and has accrued interest of $1,358. | |||||||||||||||||
On April 16, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $42,500. The funds were not received on the note until April. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014 there is $708 of accrued interest on this note. | |||||||||||||||||
On April 17, 2014, the Company received another payment on the original JMJ Financial convertible promissory note dated September 23, 2013 of $40,000. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $61,319 based on the Black Scholes Merton pricing model. As of June 30, 2014; $9,042 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $114,910 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $34,958 at June 30, 2014 and has accrued interest and fees of $9,777. | |||||||||||||||||
On June 5, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014 there is $150 of accrued interest on this note. | |||||||||||||||||
On June 19, 2014, we borrowed the sum of $15,000 from Steven J. Smith under the terms of a Promissory Note. The note was due and payable within seven (7) days of funding with no stated interest. | |||||||||||||||||
On June 23, 2014, the Company received another payment on the original JMJ Financial convertible promissory note dated September 23, 2013 of $25,000. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $34,654 based on the Black Scholes Merton pricing model. As of June 30, 2014; $603 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $71,741 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $26,897 at June 30, 2014 and has accrued interest and fees of $3,333. | |||||||||||||||||
On June 25, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014 there is $43 of accrued interest on this note. | |||||||||||||||||
The maturities of these notes and the related party notes below, net of discounts for the next five years are: | |||||||||||||||||
Twelve months ended June 30, | |||||||||||||||||
2014 | $ | 1,221,419 | |||||||||||||||
2015 | 51,599 | ||||||||||||||||
2016 | — | ||||||||||||||||
2017 | — | ||||||||||||||||
2018 | 51,440 | ||||||||||||||||
Total Future Maturities | $ | 1,324,458 | |||||||||||||||
A summary of the status of the Company’s debt discounts including original issue discounts, and derivative liabilities, and changes during the periods is presented below: | |||||||||||||||||
Debt Discount | 31-Dec-13 | Additions | Amortization | 30-Jun-14 | |||||||||||||
Finiks Capital – February 1, 2013 | $ | 37,682 | $ | $ | (37,682 | ) | $ | — | |||||||||
Neal – June 3, 2013 | 3,975 | — | (3,975 | ) | — | ||||||||||||
JMJ – October 2, 2013 | 41,439 | — | (38,650 | ) | 2,789 | ||||||||||||
Kalina – November 1, 2013 | 12,881 | — | (3,479 | ) | 9,402 | ||||||||||||
JMJ – December 9, 2013 | 18,795 | (9,918 | ) | 8,877 | |||||||||||||
Black Mountain Equities, Inc. – February 13, 2014 | — | 30,000 | (11,342 | ) | 18,658 | ||||||||||||
GCEF Opportunity Fund, LLC – February 26, 2014 | — | 81,200 | (27,808 | ) | 53,392 | ||||||||||||
Hanover Holdings, LLC – March 14, 2014 | — | 38,000 | (16,889 | ) | 21,111 | ||||||||||||
JMJ – April 17, 2014 | — | 44,000 | (9,042 | ) | 34,958 | ||||||||||||
JMJ – June 23, 2014 | — | 27,500 | (603 | ) | 26,897 | ||||||||||||
$ | 114,772 | $ | 220,700 | $ | (159,388 | ) | $ | 176,084 | |||||||||
Derivative Liabilities | 31-Dec-13 | Initial valuation | Revaluation on 6/30/14 | (Gain) loss of fair value of derivative | |||||||||||||
JMJ – October 2, 2013 | $ | 88,314 | $ | — | $ | 3,636 | $ | (84,678 | ) | ||||||||
JMJ – December 9, 2013 | 33,274 | — | 61,692 | 28,418 | |||||||||||||
Black Mountain Equities, Inc. – February 13, 2014 | — | 82,251 | 75,333 | (6,918 | ) | ||||||||||||
GCEF Opportunity Fund, LLC – February 26, 2014 | — | 179,454 | 144,999 | (34,455 | ) | ||||||||||||
Hanover Holdings, LLC – March 14, 2014 | — | 41,636 | 79,507 | 37,871 | |||||||||||||
JMJ – April 17, 2014 | — | 61,319 | 114,910 | 53,591 | |||||||||||||
JMJ – June 23, 2014 | — | 34,654 | 71,741 | 37,087 | |||||||||||||
$ | 121,588 | $ | 399,314 | $ | 551,818 | $ | 30,916 | ||||||||||
Original Issue Discount | 31-Dec-13 | Additions | Amortization | 30-Jun-14 | |||||||||||||
JMJ – October 2, 2013 | $ | 3,767 | $ | — | (2,480 | ) | $ | 1,287 | |||||||||
JMJ – December 9, 2013 | 1,879 | — | (992 | ) | 887 | ||||||||||||
Black Mountain Equities, Inc. – February 13, 2014 | — | 5,000 | (1,384 | ) | 3,616 | ||||||||||||
GCEF Opportunity Fund, LLC – February 26, 2014 | — | 16,200 | (5,504 | ) | 10,696 | ||||||||||||
Darren Magot – January 27, 2014 | — | 2,500 | (2,083 | ) | 417 | ||||||||||||
JMJ – April 17, 2014 | — | 4,000 | (820 | ) | 3,180 | ||||||||||||
JMJ – June 23, 2014 | — | 2,500 | (55 | ) | 2,445 | ||||||||||||
$ | 5,646 | $ | 30,200 | $ | (13,318 | ) | $ | 22,528 |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTION | ' |
Notes Payable | |
On February 1, 2013, the Company executed a convertible promissory note for $65,000 with Finiks Capital, a related party. The note bears interest at a rate of 5% per annum, is unsecured and matures in two years. The loan is convertible at any time into shares of common stock at $0.0065 per share. The Company recorded a discount in the amount of $65,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. As a result of the conversion feature the Company has recorded a debt discount of $65,000, $27,318 of which has been amortized to interest expense. On January 19, 2014, Finiks Capital transferred its rights to the $65,000 promissory note and $3,879 of accrued interest to Strategic IR, Inc. During the period ended June 30, 2014, Strategic IR, Inc. converted the $65,000 note payable it had assumed from Finiks Capital into 10,000,000 shares of common stock at $0.0065 per share per the terms of the original Note. | |
On May 23, 2013, the Company executed a promissory note for $10,000 with a related party. The note bears interest at 12% and was due August 21, 2013. Since the original note was issued an additional $15,000 was loaned to the Company and $2,200 of forbearance fees were added to the loan. As of June 30, 2014 the loan and all accrued interest was repaid in full. | |
On January 27, 2014, the Company executed a convertible promissory note for $40,000 with Darren Magot, a member of the Board of Directors. The note includes a $2,500 loan origination fee, accrues interest at 8% and matures in 180 days. As of June 30, 2014 $3,000 has been repaid on the note and there is $1,243 of accrued interest. The note was reviewed for a beneficial conversion feature and it was determined that none existed as the fair market price of the stock was in excess of the conversion price on the date of the note. | |
As of June 30, 2014, the Company owed a related party $40,132 for cash advances to assist in covering operating expenses. The loan is unsecured, due on demand, and has no stated interest rate. | |
Stock Issuances | |
On January 10, 2014, the Company issued 5,350,000 shares of common stock to various employees and consultants. The shares were issued at $0.0383 based on the market value of the common stock on the date of authorization for total non-cash expense of $204,905. | |
On February 12, 2014, the Company issued 250,000 shares of common stock to a member of the Board of Directors and 1,000,000 shares of common stock to its CEO for services rendered. The shares were issued at $0.04 based on the market value of the common stock on the date of authorization for total non-cash expense of $50,000. |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS DEFICIT | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
STOCKHOLDERS EQUITY | ' |
The Company is authorized to issue up to 10,000,000 shares of $0.001 par value preferred stock, of which 1,500,000 shares have been designated as Series “A” convertible preferred. In addition the Company is authorized to issue up to 440,000,000 shares of $0.001 par value common stock. | |
On May 15, 2013, the Company issued 446,500 shares of common stock for services. The shares were issued at $0.07 based on the market value of the common stock on the date of authorization for total non-cash expense of $31,256. | |
On August 12, 2013, the Company issued 23,000,000 shares of common stock and 1,173,041 shares of preferred stock pursuant to its merger agreement with Co-Signer.com, Inc. Pursuant to the merger agreement, upon closing, 30,555,560 shares of common stock held by a former officer and director, were canceled. | |
On September 16, 2013, the Company issued 2,000,000 shares of common stock for services. The shares were issued at $0.085 based on the market value of the common stock on the date of authorization for total non-cash expense of $170,000. | |
On November 1, 2013, the Company issued 2,222,222 shares of common stock for services. The shares were issued at $0.08 based on the market value of the common stock on the date of authorization for total non-cash expense of $177,778, $118,519 of which has been booked to stock compensation expense. | |
On November 7, 2013, the Company issued 3,000,000 shares of common stock for services. The shares were issued at $0.075 based on the market value of the common stock on the date of authorization for total non cash expense of $225,000. | |
On December 1, 2013, the Company issued 500,000 shares of common stock for services. The shares were issued at $0.03 based on the market value of the common stock on the date of authorization for total non cash expense of $15,050. | |
On December 9, 2013, the Company issued 1,000,000 shares of common stock to a Director for services. The shares were issued at $0.0398 based on the market value of the common stock on the date of authorization for total non cash expense of $39,800, $11,149 of which has been booked to stock compensation expense. | |
On December 10, 2013, a note for $5,000 dated June 10, 2013, plus $190 of accrued interest was converted into 750,000 shares of common stock. The shares were converted at the market price on the date of conversion of $0.0398, which resulted in a loss on conversion of $24,660. | |
During the year ended December 31, 2013, the Company issued 3,266,667 shares of common stock for total cash proceeds of $62,000. | |
On January 2, 2014, the Company issued 3,500,000 shares of common stock for consulting services. The shares were issued at $0.028 based on the market value of the common stock on the date of authorization for total non cash expense of $98,000, $49,000 of which has been booked to stock compensation expense. | |
On January 10, 2014, the Company issued 5,350,000 shares of common stock to various employees and consultants. The shares were issued at $0.0383 based on the market value of the common stock on the date of authorization for total non cash expense of $204,905. | |
On February 12, 2014, the Company issued 250,000 shares of common stock to a member of the Board of Directors and 1,000,000 shares of common stock to its CEO for services rendered. The shares were issued at $0.04 based on the market value of the common stock on the date of authorization for total non cash expense of $50,000. | |
On February 26, 2014, the Company issued 7,000,000 shares of common stock for services. The shares were issued at $0.052 based on the market value of the common stock on the date of authorization for total non cash expense of $364,000, $153,791 of which has been booked to stock compensation expense. | |
On February 26, 2014, the Company issued 5,000,000 shares of common stock to GCEF Opportunity Fund, LLC. The shares were issued in conjunction with a convertible promissory note. The stock was valued at $0.052, the closing price on the date of the note for non cash expense of $260,000 which was recorded as a loss on the issuance of debt. | |
On March 1, 2014, the Company issued 750,000 shares of common stock for services. The shares were issued at $0.058 based on the market value of the common stock on the date of authorization for total non cash expense of $43,500, $24,167 of which has been booked to stock compensation expense. | |
On March 27, 2014, the Company issued 1,593,240 shares of common stock in conversion of $10,622 of principle and accrued interest. The loan was converted at $0.0067 per the terms of the agreement. | |
During the period ended June 30, 2014, Strategic IR, Inc. converted the $65,000 note payable it had assumed from Finiks Capital into 10,000,000 shares of common stock at $0.0065 per share per the terms of the original Note. | |
During the six months ended June 30, 2014, JMJ Financial converted $53,600 of the principle from the convertible promissory note dated September 23, 2013, into 8,000,000 shares of common stock pursuant to the terms of the note. | |
During the six months ended June 30, 2014, Asher Enterprises, Inc. converted $42,500 of the principle from the convertible promissory note dated November 13, 2013, into 9,442,857 shares of common stock pursuant to the terms of the note. |
WARRANTS
WARRANTS | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||
WARRANTS | ' | ||||||||||||||||||||
Pursuant to the terms and conditions of the merger agreement dated August 12, 2013, the Company issued 51,440 warrants. The aggregate fair value of the warrants totaled $3,975 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.25, 1.39% risk free rate, 207% volatility and expected life of the warrants of 5 years. | |||||||||||||||||||||
Pursuant to the terms and conditions of the convertible note dated November 2, 2013, the Company issued 400,000 warrants. The aggregate fair value of the warrants totaled $14,034 based on the Black Scholes Merton pricing model using the following estimates exercise price of $0.13, .61% risk free rate, 169% volatility and expected life of the warrants of 3 years. | |||||||||||||||||||||
Pursuant to the terms and conditions of the common stock purchase agreement dated November 2, 2013, the Company issued 266,667 warrants. The aggregate fair value of the warrants totaled $17,580 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.13 .61% risk free rate, 169% volatility and expected life of the warrants of 3 years. | |||||||||||||||||||||
Pursuant to the terms and conditions of the consulting agreement dated January 2, 2014, the Company issued 1,000,000 warrants. The aggregate fair value of the warrants totaled $24,544 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.075 .13% risk free rate, 158% volatility and expected life of the warrants of 5 years. . As of June 30, 2014, $12,272 has been expensed to stock based compensation. | |||||||||||||||||||||
Pursuant to the terms and conditions of the consulting agreement dated January 2, 2014, the Company issued 1,000,000 warrants. The aggregate fair value of the warrants totaled $26,123 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.10, .13% risk free rate, 158% volatility and expected life of the warrants of 7 years. . As of June 30, 2014, $13,062 has been expensed to stock based compensation. | |||||||||||||||||||||
Pursuant to the terms and conditions of the consulting agreement dated February 12, 2014, the Company issued 2,000,000 warrants. The aggregate fair value of the warrants totaled $56,586 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.05 .12% risk free rate, 178% volatility and expected life of the warrants of 5 years. . As of June 30, 2014, $21,549 has been expensed to stock based compensation. | |||||||||||||||||||||
On February 17, 2014, the Company issued 500,000 warrants. The aggregate fair value of the warrants totaled $15,561 based on the Black Scholes Merton pricing model using the following estimates exercise price of $0.05 .12% risk free rate, 182% volatility and expected life of the warrants of 3 years. | |||||||||||||||||||||
A summary of the status of the Company’s outstanding stock warrants as of June 30, 2014 and changes during the periods is presented below: | |||||||||||||||||||||
Warrant | Weighted Average Price | ||||||||||||||||||||
Outstanding, December 31, 2013 | 718,107 | $ | 0.21 | ||||||||||||||||||
Issued | 4,500,000 | 0.07 | |||||||||||||||||||
Exercised | — | — | |||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||
Expired | — | — | |||||||||||||||||||
Outstanding, June 30, 2014 | 5,218,107 | $ | 0.09 | ||||||||||||||||||
Exercisable, June 30, 2014 | 4,780,607 | $ | 0.08 | ||||||||||||||||||
Outstanding | Weighted Average Exercise Price | ||||||||||||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||
Exercise | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||
Prices | at | Remaining | Exercise | at | Exercise | ||||||||||||||||
6/30/14 | Contractual | Price | 6/30/14 | Price | |||||||||||||||||
Life | |||||||||||||||||||||
$ | 0.05-0.25 | 5,218,107 | 4.5 Years | $ | 0.09 | 4,780,607 | $ | 0.08 |
STOCK_OPTIONS
STOCK OPTIONS | 6 Months Ended | ||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||||||||||||||||
STOCK OPTIONS | ' | ||||||||||||||||||||||
On February 13, 2014, the Company granted Kurt Kramarenko, CEO 4,000,000 stock options as additional compensation. The options allow for cashless exercise and will vest at a rate of 500,000 options per each fiscal quarter, beginning with the conclusion of the first fiscal quarter during the term of the agreement. The aggregate fair value of the options totaled $133,984 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.05 .12% risk free rate, 206% volatility and expected life of the options of 2 years. As of June 30, 2014, $27,406 has been expensed to stock based compensation. | |||||||||||||||||||||||
On January 1, 2014, the Company granted Darren Magot, a Director, 1,000,000 stock options as additional compensation. The options allow for cashless exercise and will vest at a rate of 250,000 options per each fiscal quarter, beginning with the conclusion of the first fiscal quarter during the term of the agreement. The aggregate fair value of the options totaled $72,725 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.05 .12% risk free rate, 180% volatility and expected life of the options of 5 years. As of June 30, 2014, $27,272 has been expensed to stock based compensation. | |||||||||||||||||||||||
A summary of the status of the Company’s outstanding stock options as of June 30, 2014 and changes during the periods is presented below: | |||||||||||||||||||||||
Option | Weighted Average Price | ||||||||||||||||||||||
Outstanding, December 31, 2013 | — | $ | — | ||||||||||||||||||||
Issued | 5,000,000 | 0.06 | |||||||||||||||||||||
Exercised | — | — | |||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||
Expired | — | — | |||||||||||||||||||||
Outstanding, June 30, 2014 | 5,000,000 | $ | 0.06 | ||||||||||||||||||||
Exercisable, June 30, 2014 | 1,500,000 | $ | 0.06 | ||||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Exercise | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||||
Prices | at | Remaining | Exercise | at | Exercise | ||||||||||||||||||
6/30/14 | Contractual | Price | 6/30/14 | Price | |||||||||||||||||||
Life | |||||||||||||||||||||||
$ | 0.05-0.08 | 5,000,000 | 2.2 Years | $ | 0.06 | 1,500,000 | $ | 0.06 | |||||||||||||||
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS | ' |
We rent approximately 4,100 square feet of office space in Las Vegas, Nevada on a month-to-month basis. We currently pay rent that escalates quarterly and culminates in a monthly rate of $2,500. Rent expense for the six months ended June 30, 2014 was $15,000. |
GOING_CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN | ' |
As of June 30, 2014, the Company has a working capital deficit of $2,163,845, limited revenue and an accumulated deficit of $4,204,939. The financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company’s management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, upon achieving profitable operations through its business activities. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
On July 22, 2014, Asher Enterprises, Inc. converted $15,000 of the note dated January 8, 2014 into 5,172,4147 shares of common stock pursuant to the terms of the note. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2014 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the event described above. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Nature of Business | ' | ||||||||||||||||
CrossClick Media, Inc. (“CrossClick” or the “Company”) was incorporated in Nevada on February 23, 2010 as Southern Products, Inc. and was doing business as SIGMAC USA. On August 12, 2013, the Company acquired all of the issued and outstanding common stock of Co-Signer.com, Inc., a private Nevada corporation (“Co-Signer.com”). As a result of the acquisition, we divested our former consumer electronics business and began to focus on the business of Co-Signer.com, Inc. as our primary line of business. | |||||||||||||||||
On August 12, 2013, the Company completed its merger with Co-Signer.com and its wholly-owned subsidiary, Co-Signer Acquisition Corp. Under the Merger Agreement the Company merged with and into Co-Signer Acquisition Corp. In connection with the closing of this transaction, Co-Signer, Inc. acquired all of the issued and outstanding shares of the Company, which resulted in the Company becoming a wholly-owned subsidiary of Co-Signer, Inc. In exchange for all of the issued and outstanding shares of the Company’s stock, the shareholders received a total of 1,173,041 shares of the newly-designated Series A Convertible Preferred Stock, $51,440 in newly-issued 8% Secured Notes, warrants to purchase a total of 51,440 shares of common stock an exercise price of $0.25 per share, and 23,000,000 newly-issued shares of common stock. | |||||||||||||||||
The closing of the transaction has been characterized as a reverse capitalization; therefore, the historical financial statements are the financial statements of Co-Signer.com, Inc. which have been presented to retroactively reflect the historic capitalization of the accounting acquiree. | |||||||||||||||||
On June 18, 2014, the Company changed its name to CrossClick Media, Inc. from Co-Signer, Inc. with the full consent of the Board of Directors and filed such with the Nevada Secretary of State’s office. Subsequently FINRA approved the name and stock symbol change with an effective date of July 14. The Company transitioned from a real estate financial services holding company to a marketing and new media company featuring an affiliate network, call center, and an enterprise solutions division that can provide design, web development, ecommerce, data management and more through an integrated platform. | |||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three and six months ended June 30, 2014 are not necessarily indicative of the results for the full fiscal year. | |||||||||||||||||
Reclassification | ' | ||||||||||||||||
Certain reclassifications have been made to conform the prior year information to the 2014 classifications for comparative purposes. | |||||||||||||||||
Principles of consolidation | ' | ||||||||||||||||
The consolidated financial statements include the accounts of Cross Click Media, Inc. and Co-Signer.com, Inc. All significant intercompany balances and transactions have been eliminated. Cross Click Media, Inc. and Co-Signer.com, Inc., will be collectively referred herein to as the “Company”. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of June 30, 2014 and December 31, 2013. | |||||||||||||||||
Basic Loss per Share | ' | ||||||||||||||||
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. | |||||||||||||||||
Concentrations of Credit Risk | ' | ||||||||||||||||
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and equipment are stated at cost. Depreciation and amortization are provided utilizing the straight-line method over the related asset’s estimated useful life of three years. | |||||||||||||||||
Maintenance and repairs are charged to expense as incurred; renewals and improvements that extend the useful life of the assets are capitalized. Upon retirement or disposal, the asset cost and the related accumulated depreciation and amortization are eliminated from the respective accounts and a resulting gain or loss, if any, is included in the results of operations. | |||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, on a straight-line basis, over their useful lives of three years. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
The Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements,” which has four basic criteria that must be met before revenue is recognized: 1) existence of persuasive evidence that an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed and determinable; and 4) collectability is reasonably assured. Our revenue recognition policies are consistent with these criteria. For Tenant Application fees revenue is recognized at the time each application is submitted. Upon the signing of a Co-Signer.com Tenant Agreement and the corresponding Co-Signer.com, Inc. Landlord Agreement supplemented by the executed Tenant Client’s lease, the Company recognizes the revenue for each Surety Fee as indicated in the Tenant Agreement, usually on a monthly basis. | |||||||||||||||||
For media and marketing fees, revenue is recognized upon completion of the task or upon achievement of contracted progressive billing with designated milestones. Each client signs a Statement of Work order which is signed off by the client upon completion or per the terms outlined in the Statement of Work and invoiced accordingly. | |||||||||||||||||
Default Rent Reserve Policy | ' | ||||||||||||||||
The Company reviews each calendar quarter whether a default rent reserve should be established and funded. As of June 30, 2014 the Company has not considered it necessary to fund such a reserve. The Company’s pricing model provides cash flows to offset default risk when losses are below 100% of the lowest default rate per Experian Rent Bureau’s analysis of default rates of tenants that are “Unscoreable”. That number for 2013 was 9.00%. If the Company is to experience losses above 9%, it will then fund a reserve account based upon trend. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, accounts receivables, prepaid expenses, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | |||||||||||||||||
ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. | |||||||||||||||||
The three levels of valuation hierarchy are defined as follows: | |||||||||||||||||
· | Level 1. Observable inputs such as quoted prices in active markets; | ||||||||||||||||
· | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; | ||||||||||||||||
· | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||||||||||||
The following presents the gross value of assets and liabilities that were measured and recognized at fair value, as of June 30, 2014. | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Derivative liability | $ | — | $ | 551,818 | $ | — | $ | 551,818 | |||||||||
Stock-Based Compensation | ' | ||||||||||||||||
We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services. | |||||||||||||||||
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. | |||||||||||||||||
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services ,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. | |||||||||||||||||
Advertising and marketing costs | ' | ||||||||||||||||
The Company expenses all costs of advertising as incurred. For the six months ended June 30, 2014 and 2013, there was $91,370 of and $57,873 in advertising and marketing costs. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at June 30, 2014. | |||||||||||||||||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. For the six months ended June 30, 2014 and 2013, there have been no interest or penalties incurred on income taxes. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurement | ' | ||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Derivative liability | $ | — | $ | 551,818 | $ | — | $ | 551,818 | |||||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Computer equipment | $ | 8,408 | $ | 6,446 | |||||
Property & equipment | 25,100 | 22,600 | |||||||
Less: accumulated depreciation | (8,471 | ) | (3,635 | ) | |||||
Property and equipment, net | $ | 25,037 | $ | 25,411 | |||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Intangible Assets | ' | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
Website design | $ | 34,310 | $ | 34,310 | ||||
Domain name | 1,500 | 1,500 | ||||||
Less: accumulated amortization | (20,884 | ) | (18,064 | ) | ||||
Intangible assets, net | $ | 14,926 | $ | 17,746 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Schedule of Future Maturities | ' | ||||||||||||||||
Twelve months ended June 30, | |||||||||||||||||
2014 | $ | 1,221,419 | |||||||||||||||
2015 | 51,599 | ||||||||||||||||
2016 | — | ||||||||||||||||
2017 | — | ||||||||||||||||
2018 | 51,440 | ||||||||||||||||
Total Future Maturities | $ | 1,324,458 | |||||||||||||||
Schedule of Debt Discount | ' | ||||||||||||||||
Debt Discount | 31-Dec-13 | Additions | Amortization | 30-Jun-14 | |||||||||||||
Finiks Capital – February 1, 2013 | $ | 37,682 | $ | $ | (37,682 | ) | $ | — | |||||||||
Neal – June 3, 2013 | 3,975 | — | (3,975 | ) | — | ||||||||||||
JMJ – October 2, 2013 | 41,439 | — | (38,650 | ) | 2,789 | ||||||||||||
Kalina – November 1, 2013 | 12,881 | — | (3,479 | ) | 9,402 | ||||||||||||
JMJ – December 9, 2013 | 18,795 | (9,918 | ) | 8,877 | |||||||||||||
Black Mountain Equities, Inc. – February 13, 2014 | — | 30,000 | (11,342 | ) | 18,658 | ||||||||||||
GCEF Opportunity Fund, LLC – February 26, 2014 | — | 81,200 | (27,808 | ) | 53,392 | ||||||||||||
Hanover Holdings, LLC – March 14, 2014 | — | 38,000 | (16,889 | ) | 21,111 | ||||||||||||
JMJ – April 17, 2014 | — | 44,000 | (9,042 | ) | 34,958 | ||||||||||||
JMJ – June 23, 2014 | — | 27,500 | (603 | ) | 26,897 | ||||||||||||
$ | 114,772 | $ | 220,700 | $ | (159,388 | ) | $ | 176,084 | |||||||||
Schedule of Derivative Liabilities | ' | ||||||||||||||||
Derivative Liabilities | 31-Dec-13 | Initial valuation | Revaluation on 6/30/14 | (Gain) loss of fair value of derivative | |||||||||||||
JMJ – October 2, 2013 | $ | 88,314 | $ | — | $ | 3,636 | $ | (84,678 | ) | ||||||||
JMJ – December 9, 2013 | 33,274 | — | 61,692 | 28,418 | |||||||||||||
Black Mountain Equities, Inc. – February 13, 2014 | — | 82,251 | 75,333 | (6,918 | ) | ||||||||||||
GCEF Opportunity Fund, LLC – February 26, 2014 | — | 179,454 | 144,999 | (34,455 | ) | ||||||||||||
Hanover Holdings, LLC – March 14, 2014 | — | 41,636 | 79,507 | 37,871 | |||||||||||||
JMJ – April 17, 2014 | — | 61,319 | 114,910 | 53,591 | |||||||||||||
JMJ – June 23, 2014 | — | 34,654 | 71,741 | 37,087 | |||||||||||||
$ | 121,588 | $ | 399,314 | $ | 551,818 | $ | 30,916 | ||||||||||
Schedule of Original Issue Discounts | ' | ||||||||||||||||
Original Issue Discount | 31-Dec-13 | Additions | Amortization | 30-Jun-14 | |||||||||||||
JMJ – October 2, 2013 | $ | 3,767 | $ | — | (2,480 | ) | $ | 1,287 | |||||||||
JMJ – December 9, 2013 | 1,879 | — | (992 | ) | 887 | ||||||||||||
Black Mountain Equities, Inc. – February 13, 2014 | — | 5,000 | (1,384 | ) | 3,616 | ||||||||||||
GCEF Opportunity Fund, LLC – February 26, 2014 | — | 16,200 | (5,504 | ) | 10,696 | ||||||||||||
Darren Magot – January 27, 2014 | — | 2,500 | (2,083 | ) | 417 | ||||||||||||
JMJ – April 17, 2014 | — | 4,000 | (820 | ) | 3,180 | ||||||||||||
JMJ – June 23, 2014 | — | 2,500 | (55 | ) | 2,445 | ||||||||||||
$ | 5,646 | $ | 30,200 | $ | (13,318 | ) | $ | 22,528 | |||||||||
WARRANTS_Tables
WARRANTS (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||
Schedule of Warrants | ' | ||||||||||||||||||||
Warrant | Weighted Average Price | ||||||||||||||||||||
Outstanding, December 31, 2013 | 718,107 | $ | 0.21 | ||||||||||||||||||
Issued | 4,500,000 | 0.07 | |||||||||||||||||||
Exercised | — | — | |||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||
Expired | — | — | |||||||||||||||||||
Outstanding, June 30, 2014 | 5,218,107 | $ | 0.09 | ||||||||||||||||||
Exercisable, June 30, 2014 | 4,780,607 | $ | 0.08 | ||||||||||||||||||
Schedule of Key Assumptions of Warrants | ' | ||||||||||||||||||||
Outstanding | Weighted Average Exercise Price | ||||||||||||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||
Exercise | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||
Prices | at | Remaining | Exercise | at | Exercise | ||||||||||||||||
6/30/14 | Contractual | Price | 6/30/14 | Price | |||||||||||||||||
Life | |||||||||||||||||||||
$ | 0.05-0.25 | 5,218,107 | 4.5 Years | $ | 0.09 | 4,780,607 | $ | 0.08 | |||||||||||||
STOCK_OPTIONS_Tables
STOCK OPTIONS (Tables) | 6 Months Ended | ||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||||||||||||||||
Schedule of Stock Options | ' | ||||||||||||||||||||||
Option | Weighted Average Price | ||||||||||||||||||||||
Outstanding, December 31, 2013 | — | $ | — | ||||||||||||||||||||
Issued | 5,000,000 | 0.06 | |||||||||||||||||||||
Exercised | — | — | |||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||
Expired | — | — | |||||||||||||||||||||
Outstanding, June 30, 2014 | 5,000,000 | $ | 0.06 | ||||||||||||||||||||
Exercisable, June 30, 2014 | 1,500,000 | $ | 0.06 | ||||||||||||||||||||
Schedule of Key Assumptions | ' | ||||||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Exercise | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||||
Prices | at | Remaining | Exercise | at | Exercise | ||||||||||||||||||
6/30/14 | Contractual | Price | 6/30/14 | Price | |||||||||||||||||||
Life | |||||||||||||||||||||||
$ | 0.05-0.08 | 5,000,000 | 2.2 Years | $ | 0.06 | 1,500,000 | $ | 0.06 | |||||||||||||||
FAIR_VALUE_MEASUREMENTS_SUMMAR
FAIR VALUE MEASUREMENTS - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Jun. 30, 2014 |
Level 1 | ' |
Derivative Liability | ' |
Level 2 | ' |
Derivative Liability | 551,818 |
Level 3 | ' |
Derivative Liability | ' |
Total | ' |
Derivative Liability | $551,818 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Date of Incorporation | ' | ' | 23-Feb-10 | ' | ' |
Cash Equivalents | $0 | ' | $0 | ' | $0 |
Business Acquisition, Series A Shares Issued | ' | ' | 1,173,041 | ' | ' |
Business Acquisition, Secured Notes Issued | ' | ' | 8.00% | ' | ' |
Business Acquisition, Secured Notes Issued, Value | ' | ' | 51,440 | ' | ' |
Business Acquisition, Warrants to Purchase | ' | ' | 51,440 | ' | ' |
Business Acquisition, Warrants to Purchase exercise price per share | ' | ' | $0.25 | ' | ' |
Business Acquisition, Common Stock Issued | ' | ' | 23,000,000 | ' | ' |
Property and Equipment Estimated Useful Life | ' | ' | '3 years | ' | ' |
Marketing And Advertising Expense | $26,732 | $43,633 | $91,370 | $57,873 | ' |
PROPERTY_AND_EQUIPMENT_Schedul
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Computer Equipment | $8,408 | ' | $6,446 |
Property and equipment | 25,100 | ' | 22,600 |
Less: accumulated depreciation | -8,471 | ' | -3,635 |
Property and equipment, Net | $25,037 | $25,411 | $25,411 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation expense | $4,836 | $1,065 |
INTANGIBLE_ASSETS_Schedule_of_
INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Website design | $34,310 | $34,310 |
Domain name | 1,500 | 1,500 |
Intangible assets, accumulated amortization | -23,735 | -18,064 |
Intangible assets, net | $12,075 | $17,746 |
INTANGIBLE_ASSETS_Details_Narr
INTANGIBLE ASSETS (Details Narrative) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization expense | $5,671 | $5,671 |
Schedule_of_Future_Maturities_
Schedule of Future Maturities (Details) (USD $) | Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
2014 | $1,221,419 |
2015 | 51,599 |
2016 | ' |
2017 | ' |
2018 | 51,440 |
Total Future Maturities | $1,324,458 |
NOTES_PAYABLE_Schedule_of_Debt
NOTES PAYABLE - Schedule of Debt Discount (Details) (USD $) | 3 Months Ended | 6 Months Ended | 11 Months Ended | 7 Months Ended | 3 Months Ended | 2 Months Ended | 1 Months Ended | 5 Months Ended | 6 Months Ended | 4 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 0 Months Ended | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Finiks Capital | Finiks Capital | Neal | Neal | JMJ Financial #1 | JMJ Financial #1 | Kalina | Kalina | JMJ Financial #2 | JMJ Financial #2 | Black Mtn Equities | Black Mtn Equities | Black Mtn Equities | GCEF | GCEF | GCEF | Hanover Holdings | Hanover Holdings | Hanover Holdings | JMJ Financial Convertible Note | JMJ Financial Convertible Note | JMJ Financial #4 | JMJ Financial #4 | Debt Discount Total | Debt Discount Total | |||||
Debt Discount | ' | ' | ' | ' | $37,682 | $65,000 | $3,975 | ' | ' | $41,439 | $12,881 | ' | ' | $18,795 | ' | ' | $30,000 | ' | ' | $81,200 | ' | ' | $21,111 | ' | $44,000 | ' | $27,500 | $114,772 | $220,700 |
Amortization of Debt Discount | 67,175 | 13,230 | 154,402 | 13,230 | -37,682 | ' | -3,975 | ' | -38,650 | ' | -3,479 | ' | -9,918 | ' | -11,342 | 18,658 | ' | -27,808 | 53,392 | ' | -16,889 | 38,000 | ' | -9,042 | ' | -603 | ' | -159,388 | ' |
Debt Discount, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,789 | ' | $9,402 | ' | $8,877 | $18,658 | $18,658 | ' | $53,392 | $53,392 | ' | $21,111 | $21,111 | ' | $34,958 | ' | $26,897 | ' | $176,746 | ' |
Schedule_of_Derivative_Liabili
Schedule of Derivative Liabilities (Details) (USD $) | 3 Months Ended | 1 Months Ended | 5 Months Ended | 4 Months Ended | 3 Months Ended | 0 Months Ended | 6 Months Ended | |||
Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
JMJ Financial #1 | JMJ Financial #1 | JMJ Financial #2 | JMJ Financial #2 | Black Mtn Equities | GCEF | Hanover Holdings | JMJ Financial Convertible Note | JMJ Financial #4 | Derivative Liabilities Total | |
Derivative Liability, Beginning Balance | ' | $3,636 | ' | $61,692 | ' | ' | ' | ' | ' | ' |
Initial valuation | ' | ' | ' | ' | 82,251 | 179,454 | 41,636 | 61,319 | 34,654 | 399,314 |
Change in Fair Value of Derivative | -84,678 | ' | 28,418 | ' | -6,918 | -34,455 | 37,871 | 53,591 | 37,087 | 30,916 |
Derivative Liability, Ending Balance | $88,314 | $3,636 | $33,274 | $61,692 | $75,333 | $144,999 | $79,507 | $114,910 | $71,741 | $551,818 |
NOTES_PAYABLE_Schedule_of_Orig
NOTES PAYABLE - Schedule of Original Issue Discount (Details) (USD $) | 3 Months Ended | 1 Months Ended | 5 Months Ended | 4 Months Ended | 2 Months Ended | 3 Months Ended | 0 Months Ended | 6 Months Ended | ||||||||||
Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
JMJ Financial #1 | JMJ Financial #1 | JMJ Financial #1 | JMJ Financial #2 | JMJ Financial #2 | JMJ Financial #2 | Black Mtn Equities | Black Mtn Equities | GCEF | GCEF | D. Magot | D. Magot | JMJ Financial Convertible Note | JMJ Financial Convertible Note | JMJ Financial #4 | JMJ Financial #4 | Original Issue Discount Total | Original Issue Discount Total | |
Original Issue Discount | ' | $3,767 | $3,767 | ' | ' | $1,879 | ' | $5,000 | ' | $16,200 | ' | $2,500 | ' | $4,000 | ' | $25,000 | $5,646 | $30,200 |
Amortization of Original Issue Discount | -2,480 | ' | ' | -992 | ' | ' | -1,384 | ' | -5,504 | ' | -820 | ' | -820 | ' | -55 | ' | -13,318 | ' |
Original Issue Discount, Net | ' | $1,287 | ' | ' | $887 | ' | $3,616 | ' | $10,696 | ' | $417 | ' | $3,180 | ' | $2,445 | ' | $22,528 | ' |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 5 Months Ended | 6 Months Ended | 4 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||
Jul. 22, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Debt Conversion | Trade Creditor | Trade Creditor | Trade Creditor Amendment | Promissory Note 1 | JMJ Financial | Convertible Promissory Note 3 | Convertible Promissory Note 1 | Convertible Promissory From Lender | Asher Enterprises Inc 1 | JMJ Financial #2 | JMJ Financial #2 | Asher Enterprises Inc | Black Mtn Equities | Black Mtn Equities | GCEF | GCEF | Asher Enterprises Inc 2 | Hanover Holdings | Hanover Holdings | KBM Worldwide Convertible Note 1 | JMJ Financial Convertible Note | KBM Worldwide Convertible Note 2 | Promissory Note 2 | |||||||
Debt Instrument Issuance Date | ' | ' | ' | ' | ' | ' | 12-Jun-13 | 29-Jun-12 | ' | ' | 12-Jun-13 | 23-Sep-13 | 1-Nov-13 | 1-Nov-13 | 4-Nov-13 | 25-Nov-13 | ' | 9-Dec-13 | 8-Jan-14 | ' | 13-Feb-14 | ' | 26-Feb-14 | 3-Mar-14 | ' | 14-Mar-14 | 16-Apr-14 | 18-Apr-14 | 5-Jun-14 | ' |
Debt Instrument | ' | ' | ' | ' | ' | ' | $51,440 | ' | $488,489 | $812,249 | $10,000 | $400,000 | $30,000 | $16,000 | $70,000 | $42,500 | ' | ' | $32,500 | $250,000 | $250,000 | $72,500 | $72,500 | $37,500 | $38,000 | $38,000 | $42,500 | $40,000 | $325,000 | $15,000 |
Principal Balance | ' | ' | ' | ' | ' | ' | ' | ' | 491,465 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,000 | ' | ' |
Interest Rate | ' | ' | ' | ' | ' | ' | 8.00% | ' | 12.00% | ' | ' | ' | 9.00% | 9.00% | 9.00% | 8.00% | ' | ' | 8.00% | ' | ' | ' | ' | 8.00% | 12.00% | 12.00% | 8.00% | ' | 8.00% | ' |
Default Interest Rate | ' | ' | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity Date | ' | ' | ' | ' | ' | ' | ' | 31-May-14 | ' | ' | 12-Aug-13 | ' | ' | ' | ' | 27-Aug-14 | ' | ' | 10-Oct-14 | ' | ' | ' | ' | 10-Oct-14 | ' | ' | 31-Dec-14 | ' | ' | ' |
Maturity Period | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | '2 years | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 days |
Additional borrowings | ' | ' | ' | ' | ' | ' | ' | 8,006 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | $0.08 | ' | ' | $0.08 | $0.08 | $0.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.04 | $0.04 | ' | ' | ' | ' |
Debt Instrument Date of First Required Payment | ' | ' | ' | ' | ' | ' | ' | 10-Jul-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Monthly Payments | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | 58,723 | 1,417 | 103,181 | 1,417 | ' | ' | ' | ' | ' | ' | ' | 4,633 | ' | ' | ' | ' | 8,877 | ' | ' | 11,342 | ' | 27,808 | ' | ' | 13,918 | ' | ' | ' | ' |
Amortization of Debt Discount | ' | 67,175 | 13,230 | 154,402 | 13,230 | ' | ' | 69,772 | ' | ' | ' | 52,211 | 1,783 | ' | ' | ' | -9,918 | ' | ' | -11,342 | 18,658 | -27,808 | 53,392 | ' | -16,889 | 38,000 | ' | 9,042 | ' | ' |
Debt Instrument Discount | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 270,502 | ' | 55,000 | ' | ' | ' | ' | ' | 18,795 | ' | 30,000 | 30,000 | 81,200 | 81,200 | ' | 21,111 | 21,111 | ' | 34,958 | ' | ' |
Repayment of Debt Instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | 3,630 | ' | ' | ' | ' | ' | ' | 951 | 4,108 | 1,700 | ' | 2,889 | 1,147 | ' | 3,000 | ' | ' | 929 | ' | 1,358 | 708 | 97,777 | 150 | ' |
Accrued interest, current | ' | 107,394 | ' | 107,394 | ' | 24,954 | ' | ' | 39,255 | 278,962 | ' | 7,222 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability | ' | 551,818 | ' | 551,818 | ' | 121,588 | ' | ' | ' | ' | ' | 69,947 | ' | ' | ' | ' | ' | 37,173 | ' | 82,251 | 82,251 | 179,454 | 179,454 | ' | 41,636 | 41,636 | ' | 61,319 | ' | ' |
Gain (Loss) on Fair Value of Instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | 183,877 | ' | ' | ' | ' | ' | ' | ' | 61,692 | ' | ' | 75,333 | ' | 144,999 | ' | ' | 41,623 | ' | 1,114,910 | ' | ' |
Conversion feature | ' | ' | ' | ' | ' | ' | ' | 488,489 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,034 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial advance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original Issued discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | 6,700 | ' | ' | ' | ' | ' | 25,000 | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for conversion of debt | 15,000 | ' | ' | 171,722 | ' | ' | ' | ' | ' | ' | ' | 53,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Issuance Date | ' | ' | ' | ' | ' | ' | 27-Mar-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26-Feb-14 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued for Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued for Services, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $260,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Maket Value, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jan. 31, 2013 | |
Services Rendered 8 | Services Rendered 9 | Promissory Note | Conv Prom Note Darren Magot | Cash Advance | Finiks Capital | Finiks Capital | ||||||
Note receivable, related party | $44,197 | ' | $44,197 | ' | $483 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Issuance Date | ' | ' | ' | ' | ' | ' | ' | 23-May-13 | 27-Jan-14 | ' | 1-Feb-13 | ' |
Debt Instrument | ' | ' | ' | ' | ' | ' | ' | 10,000 | 40,000 | ' | 65,000 | ' |
Interest Rate | ' | ' | ' | ' | ' | ' | ' | 12.00% | 8.00% | ' | 5.00% | ' |
Maturity Period | ' | ' | ' | ' | ' | ' | ' | ' | '180 days | ' | ' | ' |
Maturity Date | ' | ' | ' | ' | ' | ' | ' | 21-Aug-13 | ' | ' | ' | ' |
Debt Instrument, conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' |
Debt Instrument Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000 | 37,682 |
Convertible notes payable, current, discounts | 166,683 | ' | 166,683 | ' | 60,234 | ' | ' | ' | ' | ' | ' | ' |
Interest expense | 58,723 | 1,417 | 103,181 | 1,417 | ' | ' | ' | ' | ' | ' | 27,318 | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | 1,243 | ' | 3,879 | ' |
Repayment of Debt Instrument | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' |
Additional loan to company | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' |
Forbearance Fees | ' | ' | ' | ' | ' | ' | ' | 2,200 | ' | ' | ' | ' |
Notes payable, related party | 77,132 | ' | 77,132 | ' | 16,360 | ' | ' | ' | ' | 40,132 | ' | ' |
Loan Origination Fee | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' |
Equity Issuance Date | ' | ' | ' | ' | ' | 10-Jan-14 | 12-Feb-14 | ' | ' | ' | ' | ' |
Shares Issued for Services | ' | ' | ' | ' | ' | 5,350,000 | 1,000,000 | ' | ' | ' | ' | ' |
Shares Issued for Services, Value | ' | ' | ' | ' | ' | $204,905 | $50,000 | ' | ' | ' | ' | ' |
Maket Value, price per share | ' | ' | ' | ' | ' | $0.04 | $0.04 | ' | ' | ' | ' | ' |
STOCKHOLDERS_DEFICIT_Details_N
STOCKHOLDERS DEFICIT (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 4 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||||||||||
Jul. 22, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Finiks Capital to Strategic IR | GCEF | GCEF | Note Conversion | Services Rendered 1 | Services Rendered 2 | Services Rendered 3 | Services Rendered 4 | Services Rendered 5 | Services Rendered 6 | Services Rendered 7 | Services Rendered 8 | Services Rendered 9 | Services Rendered 10 | Services Rendered 11 | Finiks Capital to Strategic IR | Debt Conversion | Note Conversion JMJ | Note Conversion Asher | |||||||
Preferred Stock, Par Value | ' | $0.00 | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | 8,500,000 | ' | 8,500,000 | ' | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Issued and outstanding | ' | 0 | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series A Preferred Stock, Par Value | ' | $0.00 | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series A Preferred Stock, Shares Authorized | ' | 1,500,000 | ' | 1,500,000 | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series A Preferred Stock, Issued and outstanding | ' | 1,173,041 | ' | 1,173,041 | ' | 1,173,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par Value | ' | $0.00 | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 440,000,000 | ' | 440,000,000 | ' | 440,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Issued and outstanding | ' | 165,627,046 | ' | 165,627,046 | ' | 113,740,949 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Series A Shares Issued | ' | ' | ' | 1,173,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Common Stock Issued | ' | ' | ' | 23,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares cancelled and returned to treasury | ' | ' | ' | 30,555,560 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Issuance Date | ' | ' | ' | ' | ' | ' | ' | 26-Feb-14 | ' | ' | 15-May-13 | 16-Sep-13 | 1-Nov-13 | 7-Nov-13 | 1-Dec-13 | 9-Dec-14 | 2-Jan-14 | 10-Jan-14 | 12-Feb-14 | 26-Feb-14 | 1-Mar-14 | ' | 27-Mar-14 | ' | ' |
Shares Issued for Services | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | 446,500 | 2,000,000 | 2,222,222 | 3,000,000 | 500,000 | 1,000,000 | 3,500,000 | 5,350,000 | 1,000,000 | 7,000,000 | 750,000 | ' | ' | ' | ' |
Shares Issued for Services, Value | ' | ' | ' | ' | ' | ' | ' | $260,000 | ' | ' | $31,256 | $170,000 | $177,778 | $225,000 | $15,050 | $39,800 | $98,000 | $204,905 | $50,000 | $364,000 | $43,500 | ' | ' | ' | ' |
Maket Value, price per share | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | $0.07 | $0.09 | $0.08 | $0.08 | $0.03 | $0.04 | $0.03 | $0.04 | $0.04 | $0.05 | $0.06 | ' | ' | ' | ' |
Deferred stock compensation | ' | -578,853 | ' | -578,853 | ' | -186,749 | ' | ' | ' | ' | ' | ' | 118,519 | ' | ' | 11,149 | 49,000 | ' | ' | 153,791 | 24,167 | ' | ' | ' | ' |
Debt Instrument Issuance Date | ' | ' | ' | ' | ' | ' | ' | ' | 26-Feb-14 | 10-Dec-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12-Jun-13 | 30-Jun-14 | 30-Jun-14 |
Date of Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10-Jun-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23-Sep-13 | 13-Nov-13 |
Debt Instrument | ' | ' | ' | ' | ' | ' | ' | 72,500 | 72,500 | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,440 | 53,600 | 42,500 |
Convertible Debt Instrument, accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 190 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt Instrument, Conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.04 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' |
Convertible Debt Instrument, shares | 5,172,414 | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | 9,442,857 |
Debt Instrument, Gain (Loss) on Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | -24,660 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on issuance of debt | ' | ' | ' | -260,000 | ' | ' | ' | -260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for conversion of debt | 15,000 | ' | ' | 171,722 | ' | ' | 65,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, issued | ' | ' | ' | ' | ' | 3,266,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, proceeds | ' | ' | ' | ' | $20,000 | $62,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
WARRANTS_Schedule_of_Warrants_
WARRANTS - Schedule of Warrants (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Beginning Balance, Issued Warrants | 718,107 |
Beginning Balance, Average Exercise Price | $0.21 |
Issued, Warrants | 4,500,000 |
Issued, Average Exercise Price | $0.07 |
Exercised, Warrants | ' |
Exercised, Average Exercise Price | ' |
Expired/Cancelled Warrants | ' |
Expired/Cancelled Average Exercise Price | ' |
Forfeited, Warrants | ' |
Forfeited, Average Exercise Price | ' |
Ending Balance, Issued Warrants | 5,218,107 |
Ending Balance, Average Exercise Price | $0.09 |
Exercisable, Warrants | 4,780,607 |
Exercisable, Average Exercise Price | $0.08 |
WARRANTS_Schedule_of_Key_Assum
WARRANTS - Schedule of Key Assumptions of Warrants (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Range of Exercise Prices, Low | $0.05 | ' |
Range of Exercise Prices, High | $0.25 | ' |
Ending Balance, Issued Warrants | 5,218,107 | 718,107 |
Ending Balance, Average Exercise Price | $0.09 | $0.21 |
Weighted Average Remaining Contractual Life | 'P2.2Y | ' |
Exercisable, Warrants | 4,780,607 | ' |
Exercisable, Average Exercise Price | $0.08 | ' |
WARRANTS_Details_Narrative
WARRANTS (Details Narrative) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Warrent Issued 1 | ' |
Date Of Warrant | 12-Aug-13 |
Warrants Issued | 51,440 |
Warrants Fair Value | $3,975 |
Warrant expected life | '5 years |
Warrent Issued 2 | ' |
Date Of Warrant | 2-Nov-13 |
Warrants Issued | 400,000 |
Warrants Fair Value | 14,034 |
Warrant expected life | '3 years |
Warrent Issued 3 | ' |
Date Of Warrant | 2-Nov-13 |
Warrants Issued | 266,667 |
Warrants Fair Value | 17,580 |
Warrant expected life | '3 years |
Warrent Issued 4 | ' |
Date Of Warrant | 2-Jan-14 |
Warrants Issued | 1,000,000 |
Warrants Fair Value | 24,544 |
Warrant expected life | '5 years |
Warrent Issued 5 | ' |
Date Of Warrant | 2-Jan-14 |
Warrants Issued | 1,000,000 |
Warrants Fair Value | 26,123 |
Warrant expected life | '7 years |
Warrent Issued 6 | ' |
Date Of Warrant | 12-Feb-14 |
Warrants Issued | 2,000,000 |
Warrants Fair Value | 56,586 |
Warrant expected life | '5 years |
Warrent Issued 7 | ' |
Date Of Warrant | 17-Feb-14 |
Warrants Issued | 500,000 |
Warrants Fair Value | $15,561 |
Warrant expected life | '3 years |
STOCK_OPTIONS_Schedule_of_Stoc
STOCK OPTIONS - Schedule of Stock Options (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Other Liabilities Disclosure [Abstract] | ' |
Beginning Balance, number of shares | ' |
Beginning Balance, weighted average exercise price | ' |
Options Issued | 5,000,000 |
Options Issued, weighted average exercise price | $0.06 |
Ending Balance, number of shares | 5,000,000 |
Ending Balance, weighted average exercise price | 0.06 |
Exercisable Options | 1,500,000 |
Exercisable Options, weighted average exercise price | $0.06 |
STOCK_OPTIONS_Schedule_of_Key_
STOCK OPTIONS - Schedule of Key Assumptions (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Other Liabilities Disclosure [Abstract] | ' | ' |
Range of Exercise Prices, Low | $0.05 | ' |
Range of Exercise Prices, High | $0.08 | ' |
Ending Balance, number of shares | 5,000,000 | ' |
Ending Balance, weighted average exercise price | 0.06 | ' |
Weighted Average Remaining Contractual Life | 'P2.2Y | ' |
Exercisable, Options | 1,500,000 | ' |
Exercisable Options, weighted average exercise price | $0.06 | ' |
STOCK_OPTIONS_Details_Narrativ
STOCK OPTIONS (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Options Issued | ' | ' | 5,000,000 | ' |
Stock based Compensation | $235,396 | $31,255 | $697,823 | $31,255 |
CEO | ' | ' | ' | ' |
Date of Option | ' | ' | 13-Feb-14 | ' |
Options Issued | ' | ' | 4,000,000 | ' |
Option Description | ' | ' | ' | ' |
The options allow for cashless exercise and will vest at a rate of 500,000 options per each fiscal quarter, beginning with the conclusion of the first fiscal quarter during the term of the agreement. | ||||
Options Fair Value | ' | ' | 133,984 | ' |
Stock based Compensation | ' | ' | 27,406 | ' |
Director | ' | ' | ' | ' |
Date of Option | ' | ' | 1-Jan-14 | ' |
Options Issued | ' | ' | 1,000,000 | ' |
Option Description | ' | ' | ' | ' |
The options allow for cashless exercise and will vest at a rate of 250,000 options per each fiscal quarter, beginning with the conclusion of the first fiscal quarter during the term of the agreement. | ||||
Options Fair Value | ' | ' | 72,725 | ' |
Stock based Compensation | ' | ' | $27,272 | ' |
COMMITMENTS_Details_Narrative
COMMITMENTS (Details Narrative) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Monthly rent | $2,500 |
Rent expense | $15,000 |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Working capital deficit | $2,163,845 | ' |
Accumulated deficit | ($4,204,939) | ($2,358,670) |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 1 Months Ended | 6 Months Ended | |
Jul. 22, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Subsequent Events [Abstract] | ' | ' | ' |
Common stock issued for conversion of debt | $15,000 | $171,722 | ' |
Convertible Debt Instrument, shares | 5,172,414 | ' | ' |