With (WWTH) 10-Q 23 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 20, 2015
Document and Entity Information:
Entity Registrant Name	WITH, INC.
Entity Trading Symbol	wwth
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Entity Central Index Key	1,487,941
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		52,328,994
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 73,857	$ 50,330
Accounts receivable, net	4,880	247,953
Prepaid expenses	44,858	51,485
Total current assets	123,595	349,768
Fixed assets, net of depreciation	8,179	17,529
Other assets:
Security deposits	13,887	13,887
Intangible asset-customer base, net of amortization	15,000	42,000
Total other assets	28,887	55,887
Total assets	160,661	423,184
Current liabilities:
Accounts payable and accrued expenses	404,834	262,169
Accrued compensation expenses	207,601	132,464
Security deposit payable	5,200	0
Deferred lease	2,580	0
Notes payable, net of original issue discounts of $9,275	140,725	0
Line of credit payable	549,100	0
Deferred revenue	90,144	0
Total current liabilities	1,400,184	394,633
Long term liabilities:
Deferred lease	0	14,189
Note Payable	100,000	0
Notes Payable - related parties	150,000	0
Derivative liability	57,624	0
Line of credit payable	0	364,610
Security deposit payable	0	5,200
Total long term liabilities	307,624	383,999
Total liabilities	1,707,808	778,632
Stockholders' equity (deficit)
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 250,000 issued and outstanding at September 30, 2015 and December 31, 2014, respectively	250	250
Common stock, $0.001 par value, 500,000,000 shares authorized; 52,203,994 and 50,734,876 issued and outstanding at September 30, 2015 and December 31, 2014, respectively	52,204	50,735
Additional paid-in capital	10,667,100	9,727,236
Accumulated deficit	(10,693,411)	(9,114,236)
Total With, Inc. stockholders' equity	26,143	663,985
Non-controlling interest in subsidiary	(1,573,290)	(1,019,433)
Total stockholders' deficit	(1,547,147)	(355,448)
Total liabilities and stockholders' equity (deficit)	$ 160,661	$ 423,184

CONSOLIDATED BALANCE SHEETS PAR

CONSOLIDATED BALANCE SHEETS PARENTHETICALS - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Parentheticals
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, issued	250,000	250,000
Preferred stock, outstanding	250,000	250,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, issued	52,203,994	50,734,876
Common stock, outstanding	52,203,994	50,734,876

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues {1}
Revenues	$ 480,510	$ 909,866	$ 1,520,712	$ 2,122,259
Cost of goods sold	134,754	387,757	471,930	972,557
Gross profit	345,756	522,109	1,048,782	1,149,702
Expenses:
Selling, general and administrative	942,204	929,388	3,066,634	2,816,138
Total expenses	942,204	929,388	3,066,634	2,816,138
Net loss before other income (expense)	(596,448)	(407,279)	(2,017,852)	(1,666,436)
Other income (expense):
Warrant expense - value on issuance date	(91,500)	0	(91,500)	0
Change in fair value of warrants	33,876	24,840	33,876	63,389
Interest expense	(35,639)	(3,835)	(57,558)	(8,935)
Realized loss on marketable securities	0	(13,676)	0	(13,676)
Total other income (expense)	(93,263)	7,329	(115,182)	40,778
Net loss before provision for income taxes	(689,711)	(399,950)	(2,133,034)	(1,625,658)
Provision for income taxes	0	0	0	0
Net loss	(689,711)	(399,950)	(2,133,034)	(1,625,658)
Net loss attributable to non-controlling interest	172,873	148,283	553,857	426,227
Net loss attributable to With, Inc.	$ (516,838)	$ (251,667)	$ (1,579,177)	$ (1,199,431)
NET LOSS PER COMMON SHARE
Basic and Diluted	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.02)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted	51,577,189	50,159,876	51,354,753	50,133,561

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net loss	$ (1,579,177)	$ (1,199,431)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	36,350	53,353
Stock based compensation on options granted	161,234	181,164
Realized loss on marketable securities	0	13,676
Change in fair value of derivative liability	57,624	(63,389)
Common stock issued for services	166,533	15,000
Change in allowance for doubtful accounts	0	3,700
Non-controlling interest	(553,857)	(426,227)
Subsidiary common stock issued for services	613,567	0
Changes in operating assets and liabilities:
Accounts receivable	243,073	(94,909)
Prepaid expenses	6,627	13,225
Security deposits	0	960
Accounts payable and accrued expenses	217,803	130,061
Deferred lease	(11,609)	(9,130)
Deferred revenue	90,144	0
Net cash used in operating activities	(551,688)	(1,381,947)
Cash flows from investing activities:
Proceeds from sale of marketable securities	0	36,324
Purchase of office equipment	0	(9,473)
Net cash provided by investing activities	0	26,851
Cash flows from financing activities:
Proceeds from line of credit payable, net	184,490	0
Proceeds from exercise of stock options	0	6,352
Proceeds from issuance of notes payable	140,725	0
Proceeds from issuance of subsidiary note payable	100,000	0
Proceeds from issuance of subsidiary notes payable to related parties	150,000	0
Proceeds from issuance of subsidiary stock	0	699,963
Net cash provided by financing activities	575,215	706,315
Net increase (decrease) in cash	23,527	(648,781)
Cash at beginning of period	50,330	887,322
Cash at end of period	73,857	238,541
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest	30,723	8,935
Income taxes	$ 800	$ 800

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2015
ORGANIZATION AND BASIS OF PRESENTATION (Policies)
ORGANIZATION AND BASIS OF PRESENTATION	NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION With, Inc., formerly MEDL Mobile Holdings, Inc., (the “Registrant”) through its wholly owned subsidiary, MEDL Mobile, Inc. (“MEDL” and together with the Registrant, “we”, “our”, “us”, or the “Company”) is a developer, incubator, marketer and aggregator of mobile application software, or “Apps”. The Registrant was incorporated in Nevada on May 22, 2008. On June 24, 2011, the Registrant acquired MEDL Mobile, Inc. (“MEDL” and together with the Registrant, “we,” “our,” “us,” or the “Company”), a California corporation, and the business of MEDL became the sole line of business of the Registrant. On February 28, 2012, the Registrant acquired Inedible Software, LLC (“Inedible”), a developer of mobile Apps and related mobile App technologies whose principal asset was a customer list. While the acquisition of Inedible was structured as a purchase of an entity, the Registrant did not acquire any ongoing business operations and the purpose of the transaction was to acquire Inedible’s customer list as a conduit to Apple, Inc. for future potential. As a result, Inedible became a wholly owned subsidiary of the Registrant. The results of operations of Inedible are included on a going forward basis from the date of acquisition although Inedible is no longer actively engaged in any business activities. On November 2, 2012, the Company formed Hang With, Inc. (“Hang With”) a Nevada corporation. Hang With has 75,000,000 authorized shares of common stock with a par value of $0.001 per share and 20,000,000 authorized shares of preferred stock with a par value of $.001. Hang With allows live real-time video to be sent from one phone to many. The goal of the platform is twofold: 1) to become the premiere social media network for people around the globe to connect, communicate and share experiences via live streaming broadcasts; and 2) to enable celebrities and public figures to easily monetize their fan bases. Any user can be a broadcaster and/or a follower. After a follower receives a notification that the broadcaster is live, the follower views a short pre-roll advertisement before watching a live video feed sent directly from the broadcaster’s smartphone camera. The follower is able to chat with the broadcaster and other followers during the broadcast. A post-roll advertisement ends the broadcast. As of September30, 2015, we own ­­­­­­­­­­­­­­­­­­73.08% of Hang With. On October 26, 2015, we changed our name from MEDL Mobile Holdings, Inc. to With, Inc. Going Concern The consolidated financial statements have been prepared on a going concern basis whichassumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company incurred a net loss of $1,579,177for the nine months ended September 30, 2015, has incurred losses since inception resulting in an accumulated deficit of $10,693,411 as of September 30, 2015, and has had negative cash flows from operating activities since inception. The Company anticipates further losses in the development of its business. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, or its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of all of the entities that make up the Company. All significant inter-company balances and transactions have been consolidated. Basis of Accounting The accompanying unaudited interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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’ equity 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 results of operations for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. The accompanying statements should be read in conjunction with the more detailed financial statements, and the related footnotes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2015. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. Any amounts of cash in financial institutions over FDIC insured limits, exposes the Company to cash concentration risk. As of September 30, 2015 and December 31, 2014, the Company has no cash equivalents. Revenue Recognition Our main source of revenue is from the development of custom applications or “Apps” for customers. We use a hybrid method for recognizing revenue that includes elements from bothASC 985-605, Software Revenue Recognition Construction-Type and Production-Type Contracts We recognize revenues in accordance with ASC 985-605 when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. Nonrecurring revenues related to perpetual license sales with multiple elements are recognized in accordance with the guidance on software revenue recognition. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35. We use the percentage of completion method provided all of the following conditions exist: · · · · We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. The following is an example of how revenue is recognized involving an arrangement with a customer that includes significant production, modification, or customization of the software: a typical project will require between 50-100 working days from beginning to end. On average 25-50 cumulative working days are expended prior to the start of development and this work typically includes, design, storyboards, and architecture. Prior to developing the App, hard costs are incurred as a number of variables are taken into account for preparation. Those often include the following: · · · · · · Fifty percent (50%) of the work is completed upon completion of these six phases and at that point in time the customer typically signs our contract and makes a nonrefundable 50% payment. We record the 50% nonrefundable payment as revenue at that point in time. When the Beta version of the App is complete, or at such other time as may be specifically agreed to in the contract, the customer is invoiced for an additional 25% of the total contract price and such payment is booked as revenue. When the App is completed and ready for App store release, the customer is invoiced for the final 25% of total contract price and such payment is booked as revenue. We also generate revenue from in App advertising and the sale of Apps through the Apple store and other App marketplaces. Revenue from advertising is recognized in the period that the ad impressions are delivered, on an accrual basis. Revenue from the sale of Apps is recognized in the period the App is sold to the end user, on an accrual basis. Marketable Securities Marketable securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities will be reflected in the net income (loss) for the period in which the security was liquidated. Intangible Assets Intangible assets are stated at cost. Expenditures of costs incurred to renew or extend the term of a recognized intangible asset and materially extend the useful life are capitalized. When assets are sold or otherwise written off due to asset impairment, the cost and the related accumulated amortization are removed from the accounts and any realized gain or loss is recognized at that time. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable. Amortization is computed primarily on the straight-line method for financial statement purposes over the estimated useful life. Estimated useful lives will vary based on the nature of the intangible asset. Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued liabilities approximate their estimated fair market value based on the short-term maturity of this instrument. In addition, FASB ASC 825-10-25, Fair Value Option Fair value of financial instruments is as follows: September 30, 2015 Date of Issuance July 2015 Fair Value Input Level Fair Value Input Level Derivative liability – 666,666 warrants issued July 8, 2015 $ 30,920 Level 3 $ 46,600 Level 3 Derivative liability – 242,424 warrants issued July 22, 2015 $ 11,244 Level 3 $ 17,505 Level 3 Derivative liability – 333,333 warrants issuedAugust 7, 2015 $ 15,460 Level 3 $ 27,395 Level 3 The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from the dates of issuance (July 8, July 22 and August 7, 2015) to September 30, 2015: Conversion feature derivative liability Fair value on issuance dates $ 91,500 Change in fair value (33,876) Balance September 30, 2014 $ 57,624 Loss Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share ("EPS") include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents, totaling 10,119,823and 6,098,400at September 30, 2015 and 2014, respectively, were not included in the computation of diluted earnings per share in 2015 and 2014 on the consolidated statement of operations due to the fact that the Company reported a net loss in 2015 and 2014 and to do so would be anti-dilutive for that period. Goodwill and Other Intangible Assets In accordance with ASC 350-30-65 (formerly SFAS 142, Goodwill and Other Intangible Assets 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the period endedSeptember 30, 2015. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue From Contracts With Customers In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of ASU No. 2014-15 on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2015
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 3 - RELATED PARTY TRANSACTIONS In 2011 the Company entered into a sub-lease with a company in which the Company’s CEO and his family are shareholders. The sublease is for approximately 4,500 square feet. The term of the sub-lease is from January 1, 2011 and ends onNovember 30, 2015. In January 2014 we increased the amount of space under this sublease from 4,500 square feet to 6,800 square feet(see Note 5for further details). We have a consulting agreement with FA Corp, a consulting firm owned and controlled by Mr. Williams, our Chief Financial Officer, for providing SEC reporting, financial and bookkeeping related services by FA Corp at the rate of $100 per hour. The consulting agreement commenced on November 26, 2012 and shall continue unless terminated by either party by giving written notice to the other party. For the three and nine months ended September 30, 2015 FA Corp earned $15,129 and $61,067, respectively, for services rendered. For the three and nine months ended September 30, 2014FA Corp earned$27,630 and $92,115, respectively, for services rendered. As of September 30, 2015 and 2014, $0 and $3,994, respectively, was outstanding and reflected in accounts payable. On May 28, 2015, our Hang With subsidiary borrowed $100,000 from one of its members of its board of directors. The note carries interest at 1.53% per annum and is due on the earlier of (i) May 28, 2023 or (ii) within15daysafterHang With, Inc.receives$2,000,000ormorein cash from an equity or debtfinancing. On July 23, 2015, we issued 400,000 shares of common stock, valued at $37,600, to our CFO, Murray Williams, as an incentive for him to remain with the Company. The Company immediately expensed $14,100 of the value, representing one hundred and fifty thousand of the shares, and the remaining $23,500 was recorded as a prepaid expense to be amortized over five quarters at $4,700 per quarter. The 400,000 shares were issued from the Company’s 2011 Equity Incentive Plan. On August 19, 2015, Dave Swartz, our President and Secretary, loaned $50,000 to our subsidiary, Hang With, Inc. The note carries interest at 1.53% per annum and is due on the earlier of (i) August 18, 2023 or (ii) within15daysafterHang With, Inc.receives$2,000,000ormorein cash from an equity or debtfinancing.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 4- COMMITMENTS AND CONTINGENCIES Lease The Company isparty to twonon-cancelable lease agreements for office space through 2015. The first lease is a sub-lease for approximately 4,500 square feet of space located at 18475 Bandilier Circle, unit A, Fountain Valley, CA. In January 2014 we increased the amount of space under this sublease from 4,500 square feet to 6,800 square feet. The term of the sub-lease is from January 1, 2011 and ends on November 30, 2015. The secondlease is for approximately 6,034 square feet of space located at 18475 Bandilier Circle, unit B, Fountain Valley, CA. The term of this lease is from May 1, 2012 and ends on November 30, 2015. In November 2015, the company signed a 32-month lease agreement for new office space that the company will move into in December 1, 2015. At September 30, 2015, aggregate future minimum payments under these leases is as follows: 2015 $ 27,836 The Company subleased the 6,034 square feet of space located at 18475 Bandilier Circle, unit B, Fountain Valley, CA with its landlord’s approval from September 1, 2013 through November 30, 2015, with an annual base rent of $61,547. The rents received from this sublease are used to offset the corresponding rental expense. The total future minimum lease rental income under the rental lease agreement is as follows: 2015 $ 10,258 Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is, however, subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe would or could have, individually or in the aggregate, a material adverse effect on us.

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2015
NOTES PAYABLE
NOTES PAYABLE	NOTE 5 – NOTES PAYABLE Short Term Notes Payable On July 8, 2015, the Company issued a $110,000 promissory note and a warrant to purchase 666,666 shares of common stock for net proceeds of $100,000. The note carries a one-time upfront 10% interest charge of $11,000, which was expensed to interest expense on July 8, 2015 and is included in accounts payable as of September 30, 2015. If the note is not repaid by the 7-month maturity date of February 8, 2015 it becomes convertible into shares of the Company’s common stock at a price equal to sixty percent (60%) of the lowest last tradeprice (as reported by Bloomberg LP) of the Company’s common stock for the twenty five (25) trading daysimmediately preceding the date of conversion. The warrant has a three year term and may be exercised at an exercise price of $0.30 per share, subject to adjustment in the case of stock splits, distributions, reorganizations, recapitalizations and the like, and may be exercised on a cashless basis under certain circumstances. The warrant contains full ratchet anti-dilution protection in the case of a share issuance for consideration less than the then exercise price of the warrant, subject to customary exceptions. On July 21, 2015, the Company issued a $40,000 promissory note and a warrant to purchase 242,424 shares of common stock for net proceeds of $36,000. The note carries a one-time upfront 10% interest charge, making the outstanding amount of the note equal to $44,000. If the note is not repaid by the 7-month maturity date of February 21, 2015 it becomes convertible into shares of the Company’s common stock at a price equal to sixty percent (60%) of the lowest last tradeprice (as reported by Bloomberg LP) of the Company’s common stock for the twenty five (25) trading daysimmediately preceding the date of conversion. The warrant has a three year term and may be exercised at an exercise price of $0.30 per share, subject to adjustment in the case of stock splits, distributions, reorganizations, recapitalizations and the like, and may be exercised on a cashless basis under certain circumstances. The warrant contains full ratchet anti-dilution protection in the case of a share issuance for consideration less than the then exercise price of the warrant, subject to customary exceptions. Long Term Notes Payable On May 28, 2015, our Hang With subsidiary borrowed $100,000 from one of its members of its board of directors. The note carries interest at 1.53% per annum and is due on the earlier of (i) May 28, 2023 or (ii) within15daysafterHang With, Inc.receives$2,000,000ormorein cash from an equity or debtfinancing. In the event that this loan is not repaid within ten (10) months, the lender shall have the option to convert all or any portion of the note into shares of Hang With, Inc. common stock at a conversion price of $1.50 per share. On August 19, 2015, Dave Swartz, our President and Secretary, loaned our subsidiary, Hang With, Inc., $50,000. The note carries interest at 1.53% per annum and is due on the earlier of (i) August 18, 2023 or (ii) within15daysafterHang With, Inc.receives$2,000,000ormorein cash from an equity or debtfinancing. In the event that this loan is not repaid within ten (10) months, the lender shall have the option to convert all or any portion of the note into shares of Hang With, Inc. common stock at a conversion price of $1.50 per share. On August 20, 2015, an investor loaned our subsidiary, Hang With, Inc., $100,000. The note carries interest at 18.36% per annum and is due on the earlier of (i) August 18, 2023 or (ii) within15daysafterHang With, Inc.receives$2,000,000ormorein cash from an equity or debtfinancing. In the event that this loan is not repaid within ten (10) months, the lender shall have the option to convert all or any portion of the note into shares of Hang With, Inc. common stock at a conversion price of $1.50 per share.

LINE OF CREDIT

LINE OF CREDIT	9 Months Ended
	Sep. 30, 2015
LINE OF CREDIT
LINE OF CREDIT	NOTE 6 – LINE OF CREDIT On January 17, 2013, we entered into a three-year, $500,000 secured revolving credit agreement (the “Line”) with an investment fund. The Line is a revolving line of credit that allows us to repay principal amounts and re-borrow them at any time during the three-year term. The interest rate on borrowed funds is 10% per annum and the interest rate on undrawn funds is 2.0% per annum. Interest is due within 10 business days following the end of each calendar month. All borrowed funds from the Line are secured by all of our assets. The outstanding balance under the Line as of September 30, 2015 and December 31, 2014 was $549,100 and $364,610, respectively. On August 7, 2015, the Line was increased by $50,000 to $550,000. All other terms of the Line remained the same. As consideration for the increase, the company issued a warrant to purchase 333,333 shares of common stock.The warrant has a three year term and may be exercised at an exercise price of $0.30 per share, subject to adjustment in the case of stock splits, distributions, reorganizations, recapitalizations and the like, and may be exercised on a cashless basis under certain circumstances. The warrant contains full ratchet anti-dilution protection in the case of a share issuance for consideration less than the then exercise price of the warrant, subject to customary exceptions.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2015
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7 – STOCKHOLDERS’ EQUITY Preferred Stock The authorized preferred stock of the Company consists of 10,000,000 shares of preferred stock at a par value of $0.001. As of September 30, 2015 and 2014, the Company had 250,000 and 0 shares of Series A Preferred Stock issued and outstanding, respectively. Common Stock The authorized common stock of the Company consists of 500,000,000 shares of common stock with a par value of $0.001. As of September 30, 2015 and December 31, 2014, the Company had 52,203,994 and 50,734,876 shares of common stock issued and outstanding, respectively. See Note 8 – Subsequent Events. The Company issued the following shares of common stock during the ninemonths ended 30, 2015 Value of Shares Number of Shares Shares issued for services rendered $ 166,533 1,469,118 Total shares issued $ 166,533 1,469,118 On March11, 2015, the company issued 400,000 shares of common stock, valued at $44,000, to a consultant for business development services. On April 13, 2015, the Company issued 275,000 shares of common stock, valued at $34,667, to a consultant for business development services. On July 23, 2015, we issued 400,000 shares of common stock, valued at $37,600, to our CFO, Murray Williams, as an incentive for him to remain with the Company. On July 23, 2015, we issued 29,412 shares of common stock, valued at $2,500, to a consultant for technology programming services. On August 17, 2015, three hundred sixty four thousand seven hundred six (364,706) shares of common stock, were issued to a consultant for work preformed Q1 and Q2 of 2015 in connection with strategic mergers and licenses. The shares had an aggregate value of $47,766 on the grant dates and that amount was reflected as common stock payable as of June 30, 2015. The foregoing shares were issued in reliance upon an exemption from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended. Hang With, Inc. Subsidiary Common Stock The authorized common stock of Hang With, Inc. consists of 75,000,000 shares of common stock with a par value of $0.001 per share. The authorized preferred stock of Hang With, Inc. consists of 20,000,000 shares of preferred stock with a par value of $0.001 per share. Between January 10, 2013 and September 30, 2015, our Hang With subsidiary raised an aggregate of $3,344,465from the sale of 3,023,984shares of Hang With common and preferred stock to accredited investors. The sales of the Hang With shares were effected as private placements intended to be exempt under Rule 506 of Regulation D and Regulation S. On May 28, 2015, our Hang With subsidiary borrowed $100,000 from one of theindependent members of its board of directors, and on August 19, 2015, our Hang With subsidiary borrowed $50,000 from Dave Swartz, our President and Secretary. The notes carry interest at 1.53% per annum and are due on the earlier of (i) May 28, 2023 or (ii) within15daysafterHang With, Inc.receives$2,000,000ormorein cash from an equity or debtfinancing. As of September 30, 2015, non-controlling shareholders own 3,684,232 shares of common stock, equal to 26.92% of Hang With. As of September 30, 2015, 660,248 shares of Hang With common stock have been issued for services and for licenses to use celebrities’ names and likeness on the Hang With platform and for Hang With marketing purposes. In accordance with GAAP, the financial results of Hang With are consolidated in the Company’s financial statements, and the portion of net loss attributable the non-controlling interest is disclosed as a separate line item in the Company’s unaudited financial statements included herein. Warrants The Company has warrants outstanding to purchase 1,242,423 shares of common stock at $0.30 per share as of September 30, 2015. The warrants are subject to full ratchet anti-dilution protection if the Company sells shares or share equivalents at less than the $0.30 exercise price. The warrants do not meet the conditions for equity classification and are required to be carried as a derivative liability, at fair value. Management estimates the fair value of the warrants on the inception date, and subsequently at each reporting period, using the Lattice option-pricing model, adjusted for dilution, because that technique embodies all assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to determine the fair value of freestanding warrants. This resulted in a derivative liability value of $57,624 at September 30, 2015. Significant inputs in calculating this valuation using the Lattice option-pricing model are as follows: September 30, 2014 Expected volatility 87% Expected term 2.75 Years Risk-free interest rate 0.20% Expected dividend yield 0% Share-Based Compensation and Options Issued to Consultants 2011 Equity Incentive Plan The board of directors adopted the 2011 Equity Incentive Plan, as amended, (the “Plan”) of MEDL Mobile Holdings, Inc. (Nevada) that provided for the issuance of a maximum of 10,000,000 shares of common stock. As of September 30, 2015, there were options to purchase 8,877,400 shares outstanding under the Plan and approximately 79,758 shares remained available for future grant under the Plan. The Company generally grants stock options to employees and directors at exercise prices equal to the fair market value of the Company's stock on the dates of grant. Stock options are typically granted throughout the year and generally vest over four years of service thereafter and expire ten years from the date of the award, unless otherwise specified. The Company recognizes compensation expense for the fair value of the stock options over the requisite service period for each stock option award. Total share-based compensation expense included in the consolidated statements of operations for the ninemonths ended September 30, 2015 and 2014 was $161,234 and $181,164, respectively. For the ninemonths ended September 30, 2015 and 2014, compensation expense included in selling, general and administration is $103,368 and $121,488, respectively. Compensation expense included in cost of goods sold for the ninemonths ended September 30, 2015 and 2014is $57,866 and $59,676, respectively. To estimate the value of an award, the Company uses the Black-Scholes option-pricing model. This model requires inputs such as expected life, expected volatility and risk-free interest rate. The forfeiture rate also impacts the amount of aggregate compensation. These inputs are subjective and generally require significant analysis and judgment to develop. While estimates of expected life, volatility and forfeiture rate are derived primarily from the Company’s historical data, the risk-free rate is based on the yield available on U.S. Treasury constant maturity rates with similar terms to the expected term of the stock option awards. The fair value of share-based awards was estimated using the Black-Scholes model with the following weighted-average assumptions during the threemonths ended September 30, 2015: Assumptions: Dividend yield 0.00 Risk-free interest rate .10% Expected volatility 49.1% Expected life (in years) 10.00 Option activity for the ninemonths ended September 30, 2015 was as follows: Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) Options outstanding at December 31,2014 8,223,400 0.24 8.02 $ 56,520 Granted 400,000 .093 9.54 $ - Exercised - - - N/A Forfeited or cancelled - - - N/A Options outstanding at September 30, 2015 8,877,400 0.245 7.44 $ - Options expected to vest in the future as of September 30, 2015 2,666,034 0.184 8.90 $ - Options exercisable at September 30, 2015 6,211,366 0.255 6.83 $ - Options vested, exercisable and options expected to vest at September 30, 2015 8,877,400 0.233 7.44 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock as of September 30, 2015 for those awards that have an exercise price currently below the closing price. Unvested share activity for the ninemonths ended September 30, 2015was as follows: Unvested Weighted Number of Average Grant Options Fair Value Unvested balance at December 31, 2014 3,506,052 $ 0.11 Granted 654,000 $ 0.164 Vested (1,494,018) $ 0.108 Cancelled - $ n/a Unvested balance at September 30, 2015 2,666,034 $ 0.090 At September 30, 2015, there was $238,079 unrecognized share-based compensation expense related to unvested employee share options with a weighted average remaining recognition period of 2.70 years.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2015
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS On October 15, 2015, the Company issued 125,000 shares of common stock, valued at $37,500, to a consultant for services rendered in connection with strategic licenses with celebrities for our subsidiary’s Hang w/ App. According to the Company’s records, as of September 30, 2015, the Company had issued and outstanding a total of 52,203,994 shares of common stock. On October 22, 2015, the Company was contacted by one of its stockholders regarding the stockholder’s rights under two Securities Purchase Agreements entered into in 2012 and 2013 (the “Issuance Documents”). The stockholder claims that certain stock issuances made by the Company in 2015 at a price below $0.275 triggered the anti-dilution provisions of the Issuance Documents and that, as a result, the stockholder is entitled to receive not less than 4,770,030 additional shares of common stock. The Company is evaluating the basis and validity of the stockholder’s claim, the exemptions from the anti-dilution provisions available for certain stock issuances, and the number of shares that the stockholder alleges that it is entitled to receive if the exemptions are not available. As of the date of this filing, the Company has not finalized its analysis regarding the stockholder’s demand, and no additional shares have been issued to the stockholder. Should the Company hereafter conclude that the stockholder is entitled to receive additional shares, the number of issued and outstanding shares of common stock will increase. Since neither the validity of the stockholder’s demands, nor the number of shares that the stockholder may be entitled to receive, have been established, the effect of the stockholder’s demands on the number of outstanding shares is not known. Accordingly, none of the references in this Report on Form 10-Q to shares outstanding as of September 30, 2015, or any other date, and none of the other information based on the number of outstanding shares (such as net loss per share, average common shares outstanding, and other similar information) include any possible adjustment that may be effected following an analysis of the demand made under the Issuance Documents for the issuance of additional shares. On October 26, 2015 the Company changed its name to With, Inc. and changed its stock trading ticker symbol to WWTH. On November 2, 2015, the Company issued a $100,000 note, due November 2, 2018,for net proceeds of $91,000. If the $100,000 is not repaid by May 2, 2016 it becomes convertible into shares of the Company’s common stock at a price equal to sixty percent (60%) of the lowest last tradeprice (as reported by Bloomberg LP) of the Company’s common stock for the twenty five (25) trading daysimmediately preceding the date of conversion. The note was issued pursuant to a Securities Purchase Agreement dated October 30, 2015 whereby the investor agreed to purchase up to an aggregate of $375,000 of notes for $338,500 under three separate notes. All three notes contain the same terms except have different dollar amounts, the first of which is the aforementioned November 2, 2015 $100,000 note purchased for $91,000, the 2 nd rd nd rd On November 4, 2015, the company entered into a Sublease for approximately 3,000 square feet to replace the office space that the Company is currently pursuant to a lease agreement the expires on November 30, 2015. The new office space is located in Irvine, California and the Company expects to be fully moved in to the new office space by November 30, 2015. The initial term is thirty two (32) monthsand the Company has the option to extend the lease for an additional sixteen (16) months. “Base Rent” for the initial Term of the Lease shall be payable in the following amounts: Months Base Rent 1 $4,500/mo. 2-14 $4,635/mo. 15-27 $4,774/mo. 28-32 $4,917/mo. On November 17, 2015, the company’s Chief Financial Officer resigned but agreed to continue to provide services on a consulting basis.

Significant Accounting Policies

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Significant Accounting Policies:
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of all of the entities that make up the Company. All significant inter-company balances and transactions have been consolidated.
Basis of Accounting, Policy	Basis of Accounting The accompanying unaudited interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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’ equity 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 results of operations for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. The accompanying statements should be read in conjunction with the more detailed financial statements, and the related footnotes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2015.
Use of Estimates	Use of Estimates
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. Any amounts of cash in financial institutions over FDIC insured limits, exposes the Company to cash concentration risk. As of September 30, 2015 and December 31, 2014, the Company has no cash equivalents.
Revenue Recognition, Policy	Revenue Recognition Our main source of revenue is from the development of custom applications or “Apps” for customers. We use a hybrid method for recognizing revenue that includes elements from bothASC 985-605, Software Revenue Recognition Construction-Type and Production-Type Contracts We recognize revenues in accordance with ASC 985-605 when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. Nonrecurring revenues related to perpetual license sales with multiple elements are recognized in accordance with the guidance on software revenue recognition. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35. We use the percentage of completion method provided all of the following conditions exist: · · · · We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. The following is an example of how revenue is recognized involving an arrangement with a customer that includes significant production, modification, or customization of the software: a typical project will require between 50-100 working days from beginning to end. On average 25-50 cumulative working days are expended prior to the start of development and this work typically includes, design, storyboards, and architecture. Prior to developing the App, hard costs are incurred as a number of variables are taken into account for preparation. Those often include the following: · · · · · · Fifty percent (50%) of the work is completed upon completion of these six phases and at that point in time the customer typically signs our contract and makes a nonrefundable 50% payment. We record the 50% nonrefundable payment as revenue at that point in time. When the Beta version of the App is complete, or at such other time as may be specifically agreed to in the contract, the customer is invoiced for an additional 25% of the total contract price and such payment is booked as revenue. When the App is completed and ready for App store release, the customer is invoiced for the final 25% of total contract price and such payment is booked as revenue. We also generate revenue from in App advertising and the sale of Apps through the Apple store and other App marketplaces. Revenue from advertising is recognized in the period that the ad impressions are delivered, on an accrual basis. Revenue from the sale of Apps is recognized in the period the App is sold to the end user, on an accrual basis.
Marketable Securities	Marketable Securities Marketable securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities will be reflected in the net income (loss) for the period in which the security was liquidated.
Intangible Assets	Intangible Assets Intangible assets are stated at cost. Expenditures of costs incurred to renew or extend the term of a recognized intangible asset and materially extend the useful life are capitalized. When assets are sold or otherwise written off due to asset impairment, the cost and the related accumulated amortization are removed from the accounts and any realized gain or loss is recognized at that time. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued liabilities approximate their estimated fair market value based on the short-term maturity of this instrument. In addition, FASB ASC 825-10-25, Fair Value Option Fair value of financial instruments is as follows: September 30, 2015 Date of Issuance July 2015 Fair Value Input Level Fair Value Input Level Derivative liability – 666,666 warrants issued July 8, 2015 $ 30,920 Level 3 $ 46,600 Level 3 Derivative liability – 242,424 warrants issued July 22, 2015 $ 11,244 Level 3 $ 17,505 Level 3 Derivative liability – 333,333 warrants issuedAugust 7, 2015 $ 15,460 Level 3 $ 27,395 Level 3 The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from the dates of issuance (July 8, July 22 and August 7, 2015) to September 30, 2015: Conversion feature derivative liability Fair value on issuance dates $ 91,500 Change in fair value (33,876) Balance September 30, 2014 $ 57,624
Loss Per Share of Common Stock	Loss Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share ("EPS") include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents, totaling 10,119,823and 6,098,400at September 30, 2015 and 2014, respectively, were not included in the computation of diluted earnings per share in 2015 and 2014 on the consolidated statement of operations due to the fact that the Company reported a net loss in 2015 and 2014 and to do so would be anti-dilutive for that period.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets In accordance with ASC 350-30-65 (formerly SFAS 142, Goodwill and Other Intangible Assets 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the period endedSeptember 30, 2015.
Stock Based Compensation	Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue From Contracts With Customers In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of ASU No. 2014-15 on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

Fair Value of Financial Instrum

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value of Financial Instruments (Tables):
Fair value of financial instruments is as follows	Fair value of financial instruments is as follows: September 30, 2015 Date of Issuance July 2015 Fair Value Input Level Fair Value Input Level Derivative liability – 666,666 warrants issued July 8, 2015 $ 30,920 Level 3 $ 46,600 Level 3 Derivative liability – 242,424 warrants issued July 22, 2015 $ 11,244 Level 3 $ 17,505 Level 3 Derivative liability – 333,333 warrants issuedAugust 7, 2015 $ 15,460 Level 3 $ 27,395 Level 3
Reconciliation of the derivative liability measured at fair value on a recurring basis	The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from the dates of issuance (July 8, July 22 and August 7, 2015) to September 30, 2015: Conversion feature derivative liability Fair value on issuance dates $ 91,500 Change in fair value (33,876) Balance September 30, 2014 $ 57,624

Schedule of Commitments And Con

Schedule of Commitments And Contingencies (Tables)	9 Months Ended
	Sep. 30, 2015
Schedule of Commitments And Contingencies
Schedule of Future Minimum Rental Payments for Operating Leases	At September 30, 2015, aggregate future minimum payments under these leases is as follows: 2015 $ 27,836 The Company subleased the 6,034 square feet of space located at 18475 Bandilier Circle, unit B, Fountain Valley, CA with its landlord’s approval from September 1, 2013 through November 30, 2015, with an annual base rent of $61,547. The rents received from this sublease are used to offset the corresponding rental expense. The total future minimum lease rental income under the rental lease agreement is as follows: 2015 $ 10,258

Schedule Of Stockholder's Equit

Schedule Of Stockholder's Equity (Tables)	9 Months Ended
	Sep. 30, 2015
Schedule Of Stockholder's Equity (Tables):
Schedule Of Common Stock (Tables)	The Company issued the following shares of common stock during the ninemonths ended 30, 2015 Value of Shares Number of Shares Shares issued for services rendered $ 166,533 1,469,118 Total shares issued $ 166,533 1,469,118
Schedule of valuation techniques, warrants	This resulted in a derivative liability value of $57,624 at September 30, 2015. Significant inputs in calculating this valuation using the Lattice option-pricing model are as follows: September 30, 2014 Expected volatility 87% Expected term 2.75 Years Risk-free interest rate 0.20% Expected dividend yield 0%
Schedule of valuation techniques, options	The fair value of share-based awards was estimated using the Black-Scholes model with the following weighted-average assumptions during the threemonths ended September 30, 2015: Assumptions: Dividend yield 0.00 Risk-free interest rate .10% Expected volatility 49.1% Expected life (in years) 10.00
Schedule of option activity	Option activity for the ninemonths ended September 30, 2015 was as follows: Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) Options outstanding at December 31,2014 8,223,400 0.24 8.02 $ 56,520 Granted 400,000 .093 9.54 $ - Exercised - - - N/A Forfeited or cancelled - - - N/A Options outstanding at September 30, 2015 8,877,400 0.245 7.44 $ - Options expected to vest in the future as of September 30, 2015 2,666,034 0.184 8.90 $ - Options exercisable at September 30, 2015 6,211,366 0.255 6.83 $ - Options vested, exercisable and options expected to vest at September 30, 2015 8,877,400 0.233 7.44 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock as of September 30, 2015 for those awards that have an exercise price currently below the closing price. Unvested share activity for the ninemonths ended September 30, 2015was as follows: Unvested Weighted Number of Average Grant Options Fair Value Unvested balance at December 31, 2014 3,506,052 $ 0.11 Granted 654,000 $ 0.164 Vested (1,494,018) $ 0.108 Cancelled - $ n/a Unvested balance at September 30, 2015 2,666,034 $ 0.090

Organization and Going Concern

Organization and Going Concern (Details) - USD ($)	Sep. 30, 2015	Nov. 02, 2012
Organization and Going Concern
Authorized shares of common stock		75,000,000
Par value of common stock		$ 0.001
Authorized shares of Preferred stock		20,000,000
Par value of Preferred stock		$ 0.001
Percent of ownership of Hang With	73.08%
Incurred a net loss	$ 1,579,177
Accumulated deficit since inception	$ 10,693,411

Fair Value Of Financial Instr19

Fair Value Of Financial Instruments (Details) - USD ($)	Sep. 30, 2015	Jul. 31, 2015
Input Level 3
Fair Value Derivative liability - 666,666 warrants issued July 8, 2015	$ 30,920	$ 46,600
Fair Value Derivative liability - 242,424 warrants issued July 22, 2015	11,244	17,505
Fair Value Derivative liability - 333,333 warrants issued August 7, 2015	$ 15,460	$ 27,395

Conversion Feature Derivative L

Conversion Feature Derivative Liability (Details)	Sep. 30, 2015USD ($)
Conversion Feature Derivative Liability
Fair value on issuance dates	$ 91,500
Change in fair value	(33,876)
Balance September 30, 2014	$ 57,624

Significant accounting polici21

Significant accounting policies (Details) - shares	Sep. 30, 2015	Sep. 30, 2014
Significant accounting policies Details
Common stock equivalents not included in the computation of diluted earnings per share	10,119,823	6,098,400

Consulting agreement with FA Co

Consulting agreement with FA Corp (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Consulting agreement with FA Corp
FA Corp earned for services rendered	$ 15,129	$ 27,630	$ 61,067	$ 92,115

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Sep. 30, 2015	Aug. 19, 2015	Jul. 23, 2015	May. 28, 2015	Sep. 30, 2014
Related Party Transactions Details
Outstanding and reflected in accounts payable	$ 0				$ 3,994
Hang With subsidiary borrowed from one of its board of directors				$ 100,000
Note carries interest per annum		1.53%		1.53%
Payable within 15 days after Hang With, Inc.receives		$ 2,000,000		$ 2,000,000
Issued shares of common stock to CFO			400,000
Issued shares of common stock valued to CFO			37,600
Company expensed value	$ 0		$ 14,100
Company expensed value representing the shares			150,000
Remaining as prepaid expense to be amortized over five quarters			$ 23,500
Remaining as prepaid expense to be amortized per quarter			$ 4,700
Shares were issued from 2011 Equity Incentive Plan			400,000
President and Secretary loaned to subsidiary Hang With, Inc		$ 50,000

Aggregate future minimum paymen

Aggregate future minimum payments under leases (Details)	Sep. 30, 2015USD ($)
Aggregate future minimum payments under leases
Future minimum payments under leases for 2015	$ 27,836
Future minimum payments under rental leases for 2015	10,258
Annual base rent	$ 61,547

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Jul. 21, 2015	Jul. 08, 2015
Short Term Notes Payable
Company issued promissory note	$ 40,000	$ 110,000
Warrant to purchase shares of common stock	242,424	666,666
Net proceeds from the sale of the note a warrant	$ 36,000	$ 100,000
Note carries a one-time upfront interest charge in percentage	10.00%	10.00%
Note carries a one-time upfront interest charge	$ 4,000	$ 11,000
If note is not repaid by in month	7	7
Common stock at a price equal to lowest last trade price of common stock for (25) trading days	60.00%	60.00%
Warrant term in years	3	3
Warrant exercise price per share	$ 0.30	$ 0.30

Long Term Notes Payable (Detail

Long Term Notes Payable (Details) - USD ($)	Aug. 20, 2015	Aug. 19, 2015	May. 28, 2015
Long Term Notes Payable
Hang With subsidiary borrowed from one of its board of directors			$ 100,000
Note carries interest per annum	18.36%	1.53%	1.53%
Within 15 days after Hang With, Inc receives	$ 2,000,000	$ 2,000,000	$ 2,000,000
Loan is not repaid within months	10	10	10
Common stock at a conversion price per share	$ 1.50	$ 1.50	$ 1.50
President and Secretary loaned to subsidiary Hang With, Inc		$ 50,000
Investor loaned to subsidiary Hang With, Inc	$ 100,000

Secured revolving credit agreem

Secured revolving credit agreement (Details)	Sep. 30, 2015USD ($)	Aug. 07, 2015USD ($)$ / sharesshares	Dec. 31, 2014USD ($)	Jan. 17, 2013USD ($)
Secured revolving credit agreement
Company entered into a three-year secured revolving credit agreement				$ 500,000
The interest rate on borrowed funds per annum				10.00%
The interest rate on undrawn funds per annum				2.00%
Outstanding balance on the Line credit borrowings	$ 549,100		$ 364,610
Line was increased by $50,000 to		$ 550,000
Company issued warrant to purchase shares of common stock | shares		333,333
Warrant term in years		3
Warrant exercise price per share | $ / shares		$ 0.30

Preferred Stock issues (Details

Preferred Stock issues (Details) - $ / shares	Sep. 30, 2015	Sep. 30, 2014
Preferred Stock issues
Authorized preferred stock of the Company	10,000,000
Par value per share of preferred stock	$ 0.001
Shares of Series A preferred stock issued and outstanding	250,000	0

Common Stock issues (Details)

Common Stock issues (Details) - $ / shares	Sep. 30, 2015	Aug. 17, 2015	Jul. 23, 2015	Apr. 13, 2015	Mar. 11, 2015	Dec. 31, 2014
Common Stock issues
Authorized common stock of the Company	500,000,000
Par value per share of common stock	$ 0.001
Shares of common stock issued and outstanding	52,203,994					50,734,876
Company issued shares of common stock to a consultant for business development services				275,000	400,000
Company issued shares of common stock to a consultant for business development services value				34,667	44,000
Issued shares of common stock to CFO			400,000
Issued shares of common stock valued to CFO			37,600
Issued shares of common stock to a consultant for technology programming services			29,412
Issued shares of common stock to a consultant for technology programming services value			2,500
Shares of common stock, were issued to a consultant for work preformed		364,706
Shares had an aggregate value on the grant dates		47,766

The Company issued the followin

The Company issued the following shares of common stock (Details)	9 Months Ended
	Sep. 30, 2015shares
Value of Shares
Shares issued for services rendered	166,533
Total shares issued	166,533
Number of Shares
Shares issued for services rendered	1,469,118
Total shares issued	1,469,118

Common Stock - Hang With Inc. S

Common Stock - Hang With Inc. Subsidiary (Details) - USD ($)	Sep. 30, 2015	Aug. 19, 2015	May. 28, 2015
Common Stock - Hang With, Inc. Subsidiary
Authorized common stock of Hang With, Inc	75,000,000
Common stock with a par value	$ 0.001
Authorized preferred stock of Hang With, Inc	20,000,000
Preferred stock with a par value	$ 0.001
Subsidiary raised an aggregate	$ 3,344,465
Sale of shares of Hang	3,023,984
Hang With subsidiary borrowed from one of its board of directors			$ 100,000
President and Secretary loaned to subsidiary Hang With, Inc		$ 50,000
Note carries interest per annum		1.53%
Within 15 days after Hang With, Inc receives		$ 2,000,000
Non-controlling shareholders	3,684,232
Non-controlling shareholders own shares of common stock	26.92%
Common stock issued for services and for licenses	660,248

Warrants (Details)

Warrants (Details)	Sep. 30, 2015USD ($)$ / sharesshares
Warrants
Company has warrants outstanding to purchase shares of common stock | shares	1,242,423
Company has warrants outstanding to purchase shares of common stock per share value	$ 0.30
Company sells shares or share equivalents at less than exercise price	$ 0.30
Derivative liability value | $	$ 57,624

Valuation Using Lattice Option-

Valuation Using Lattice Option-Pricing Model (Details)	Sep. 30, 2015
Valuation Using Lattice Option-Pricing Model
Expected volatility	87.00%
Expected term in Years	2.75
Risk-free interest rate	0.20%
Expected dividend yield	0.00%

2011 Equity Incentive Plan (Det

2011 Equity Incentive Plan (Details)	Sep. 30, 2015USD ($)shares
2011 Equity Incentive Plan
Issuance of maximum of shares of common stock	10,000,000
Options to purchase shares outstanding	8,877,400
Shares remained available for future grant	79,758
Unrecognized share-based compensation expense | $	$ 238,079
Weighted average remaining recognition period in years	2.70

Share-Based Compensation (Detai

Share-Based Compensation (Details) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Share-Based Compensation
Total share-based compensation expense	$ 161,234	$ 181,164
Compensation expense included in selling, general and administration	103,368	121,488
Compensation expense included in cost of goods sold	$ 57,866	$ 59,676

Weighted-average assumptions du

Weighted-average assumptions during the period (Details)	Sep. 30, 2015
Weighted-average assumptions during the period Details
Dividend yield	0
Risk-free interest rate	0.10%
Expected volatility	49.10%
Expected life in years	10

Option Activity (Details) {Stoc

Option Activity (Details) {Stockholder's Equity}	9 Months Ended
	Sep. 30, 2015shares
Options
Options outstanding	8,223,400
Options Granted	400,000
Options Exercised	0
Options Forfeited or cancelled	0
Options outstanding	8,877,400
Options expected to vest in the future as of	2,666,034
Options exercisable	6,211,366
Options vested, exercisable and options expected to vest at	8,877,400
Weighted Average Exercise Price ($)
Options outstanding	0.24
Options Granted	0.093
Options outstanding	0.245
Options expected to vest in the future as of	0.184
Options exercisable	0.255
Options vested, exercisable and options expected to vest at	0.233
Weighted Average Remaining Contractual Life (Yrs.)
Options outstanding	8.02
Options Granted	9.54
Options outstanding	7.44
Options expected to vest in the future as of	8.9
Options exercisable	6.83
Options vested, exercisable and options expected to vest at	7.44
Aggregate Intrinsic Value ($)
Options outstanding	56,520

Unvested Share Activity (Detail

Unvested Share Activity (Details) {Stockholder's Equity}	9 Months Ended
	Sep. 30, 2015shares
Number of Options
Unvested balance	3,506,052
Unvested Options Granted	654,000
Unvested Options Vested	(1,494,018)
Unvested Options Cancelled	0
Unvested balance	2,666,034
Weighted Average Grant Fair Value
Unvested balance	0.11
Unvested Options Granted	0.164
Unvested Options Vested	0.108
Unvested Options Cancelled	0
Unvested balance	0.09

Subsequent transactions (Detail

Subsequent transactions (Details) - USD ($)	Nov. 02, 2015	Oct. 30, 2015	Oct. 15, 2015	Sep. 30, 2015
Subsequent Transactions
Company issued shares of common stock to a consultant for services			125,000
Company issued shares of common stock to a consultant for services value			37,500
Company had issued and outstanding shares of common stock				52,203,994
Stock issuances at a price				$ 0.275
Additional shares of common stock				4,770,030
Company issued a note	$ 100,000
Company issued a note for net proceeds	$ 91,000
Common stock at a price equal to lowest last trade price of common stock for (25) trading days	60.00%
Investor agreed to purchase three separate notes		$ 375,000
Investor agreed to purchase three separate notes for		$ 338,500
First note purchased	$ 100,000
First note purchased for	91,000
Second note purchased	125,000
Second note purchased for	112,500
Third note purchased	150,000
Third note purchased for	$ 135,000

Redemption (Details)

Redemption (Details)	Nov. 02, 2015
Redemption
Notes redeemable not more than two (2) days orless than or equal to (90) days	100.00%
Notes redeemable not more than two (91) days or less than or equal to (120) days	110.00%
Notes redeemable not more than two (121) days or less than or equal to (150) days	115.00%
Notes redeemable not more than two (151) days or less than or equal to (180) days	125.00%
Notes redeemable not more than or equal to (181) days	130.00%
Increase the interest rate per annum	18.00%

Base Rent (Details)

Base Rent (Details)	Nov. 04, 2015USD ($)
Base Rent
Base Rent per 1 Month	$ 4,500
Base Rent per 2 to 14 Months	4,635
Base Rent per 15 to 27 Months	4,774
Base Rent per 28 to 32 Months	$ 4,917