Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 01, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Eventure Interactive, Inc. | ||
Entity Central Index Key | 1509351 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $15,589,323 | ||
Trading Symbol | EVTI | ||
Entity Common Stock, Shares Outstanding | 61,466,431 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $2,957 | $67,762 |
Deposits | 15,196 | 5,000 |
Total current assets | 18,153 | 72,762 |
Software development costs | 0 | 312,973 |
Fixed assets, net | 52,782 | 33,049 |
Intangible asset - domain name | 0 | 103,750 |
Total assets | 70,935 | 522,534 |
Current Liabilities | ||
Accounts payable | 400,323 | 121,518 |
Accrued expenses | 924,372 | 136,070 |
Related party notes payable | 555,250 | 0 |
Notes payable, net of discount of $2,889 and $0, respectively | 147,111 | 0 |
Convertible debt, net of discount of $168,000 and $0, respectively | 6,000 | 0 |
Derivative liabilities - current | 177,149 | |
Total current liabilities | 2,210,205 | 257,588 |
Derivative liabilities - non-current | 328,044 | 0 |
Convertible Debt, Noncurrent | 0 | 0 |
Total liabilities | 2,538,249 | 257,588 |
Commitments and contingencies | ||
Stockholders’ Equity (Deficit) | ||
Preferred Stock, $0.001 par value, 10,000,000 authorized, -0- shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 300,000,000 shares authorized; 25,481,323 and 18,807,500 shares issued and outstanding, respectively | 25,481 | 18,807 |
Additional paid-in-capital | 25,242,130 | 4,599,514 |
Accumulated deficit | -27,734,925 | -4,353,375 |
Total stockholders’ equity (deficit) | -2,467,314 | 264,946 |
Total liabilities and stockholders’ equity (deficit) | $70,935 | $522,534 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS [PARENTHETICAL] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 25,481,323 | 18,807,500 |
Common Stock, Shares, Outstanding | 25,481,323 | 18,807,500 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument, Unamortized Discount | $2,889 | $0 |
Convertible Debt [Member] | ||
Debt Instrument, Unamortized Discount | 55,555 | 0 |
Convertible Debt [Member] | Other Current Liabilities [Member] | ||
Debt Instrument, Unamortized Discount | $168,000 | $0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $0 | $0 |
General and administrative expenses | 22,552,999 | 3,046,187 |
Impairment of long-lived assets | 969,871 | 0 |
Operating loss | -23,522,870 | 3,046,187 |
Unrealized gain on derivative liabilities | 149,431 | 0 |
Interest expense | -8,111 | 0 |
Net loss | ($23,381,550) | ($3,046,187) |
Loss per common share - basic and diluted (in dollars per share) | ($0.96) | ($0.16) |
Weighted average number of common shares outstanding (in shares) | 24,392,513 | 18,922,418 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | $432,473 | $17,932 | $1,721,729 | ($1,307,188) |
Balance (in shares) at Dec. 31, 2012 | 17,932,500 | |||
Common shares issued for cash | 825,000 | 825 | 824,175 | 0 |
Common shares issued for cash (in shares) | 825,000 | |||
Shares previously subject to redemption | 43,750 | 25 | 43,725 | 0 |
Shares previously subject to redemption (in shares) | 25,000 | |||
Stock-based compensation expense | 2,031,413 | 25 | 2,009,885 | 0 |
Stock-based compensation expense (in shares) | 25,000 | |||
Net loss | -3,046,187 | -3,046,187 | ||
Balance at Dec. 31, 2013 | 264,946 | 18,807 | 4,599,514 | -4,353,375 |
Balance (in shares) at Dec. 31, 2013 | 18,807,500 | |||
Common shares issued for cash | 1,125,376 | 2,167 | 1,123,209 | 0 |
Common shares issued for cash (in shares) | 2,167,050 | |||
Stock-based compensation expense | 19,523,914 | 4,507 | 19,519,407 | |
Stock-based compensation expense (in shares) | 4,506,773 | |||
Net loss | -23,381,550 | 0 | -23,381,550 | |
Balance at Dec. 31, 2014 | ($2,467,314) | $25,481 | $25,242,130 | ($27,734,925) |
Balance (in shares) at Dec. 31, 2014 | 25,481,323 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net loss | ($23,381,550) | ($3,046,187) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 19,523,914 | 2,009,910 |
Depreciation and amortization expense | 20,698 | 4,951 |
Impairment of long-lived assets | 969,871 | 0 |
Unrealized gain on warrant derivative liabilities | -149,431 | 0 |
Amortization of debt discount on convertible notes | 8,111 | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable | 195,446 | 110,548 |
Accrued expenses | 769,576 | 53,580 |
Net cash used in operating activities | -2,043,365 | -867,198 |
Cash flows from investing activities | ||
Software development costs | -455,309 | -204,683 |
Deposits | -10,196 | -5,000 |
Acquisition of fixed assets | -36,185 | -38,000 |
Net cash used in investing activities | -501,690 | -247,683 |
Cash flows from financing activities | ||
Proceeds from related party loans | 802,607 | 0 |
Repayments of related party loans | -247,357 | 0 |
Proceeds from notes payable | 145,000 | 0 |
Proceeds from convertible notes | 205,000 | 0 |
Proceeds from sale of common stock and warrants | 1,575,000 | 825,000 |
Net cash provided by financing activities | 2,480,250 | 825,000 |
Net change in cash | -64,805 | -289,881 |
Cash at beginning of the year | 67,762 | 357,643 |
Cash at end of the year | 2,957 | 67,762 |
Supplemental disclosure of cash flow information: | ||
Income taxes | 0 | 0 |
Interest | 0 | 0 |
Noncash investing and financing transactions: | ||
Common stock issued for purchase of domain name | 0 | 43,750 |
Fair value of warrant derivative liabilities issued in common stock offering | 449,624 | 0 |
Debt discount - variable conversion feature derivative liabilities | 205,000 | 0 |
Software development costs in accounts payable and accrued expenses | 97,839 | 0 |
Fixed assets in accrued expenses | $4,246 | $0 |
ORGANIZATION_AND_BUSINESS_OPER
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. ORGANIZATION AND BUSINESS OPERATIONS |
The Company was incorporated in the State of Nevada on November 29, 2010. The Company was in the GPS tracking system business until late in 2012, when the Company redirected all of its efforts into the social media business. On February 20, 2013, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State to change its name from Live Event Media, Inc. to Eventure Interactive, Inc. (the “Company”). | |
Going Concern | |
The financial statements have been prepared on a going concern basis which assumes 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 has incurred losses since inception resulting in an accumulated deficit of $27,734,925 as of December 31, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or the private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Business Description and Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation | |
The financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles. | |
Principles of Consolidation | |
The financial statements include the accounts of the Company and its subsidiary. Intercompany transactions and balances have been eliminated. | |
Use of Estimates | |
The preparation of financial statements in conformity with US 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. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Basic and Diluted Loss Per Common Share | |
Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per common share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per common share excludes all potential common shares if their effect is anti-dilutive. | |
Since the Company is in a loss position, it has excluded stock options and warrants from its calculation of diluted net loss per common share. At December 31, 2014, the Company had 2,583,744 stock options and 3,760,831 warrants and 2,788,688 shares issuable upon the conversion of convertible debt that would have been included in its calculation of diluted net loss per common share if they were not anti-dilutive. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At December 31, 2014 and 2013, the Company's bank deposits did not exceeded the insured amounts. | |
Software Development Costs | |
Costs incurred in the research and development of new software products are expensed as incurred until technological feasibility has been established. After technological feasibility is established, any additional costs are capitalized in accordance with authoritative guidance until the product is available for general release. The Company determined its software development costs were fully impaired during the year ended December 31, 2014, and the Company recorded impairment expense of $866,121. | |
Fixed Assets | |
Fixed assets are stated at cost and depreciated using the straight-line method over the estimated useful life of the asset. The Company’s fixed assets are comprised of computer equipment and the estimated life of computer equipment is three years. | |
Intangible Asset - Domain Name | |
The Company considers the domain name an indefinite-lived intangible asset and will test for impairment on an annual basis. The Company determined that the domain name was fully impaired during the year ending December 31, 2014, and the Company recorded impairment expense of $103,750. | |
Revenue Recognition | |
We will recognize revenue when four basic criteria are met: persuasive evidence of a sales arrangement exists; performance of services has occurred; the sales price is fixed or determinable; and collectability is reasonably assured. We will consider persuasive evidence of a sales arrangement to be the receipt of a signed contract. Collectability will be assessed based on a number of factors, including transaction history and the credit worthiness of a customer. If it is determined that collection is not reasonably assured, revenue will not be recognized until collection becomes reasonably assured. We will record cash received in advance of revenue recognition as deferred revenue. | |
Derivative Liabilities | |
The Company reviews the terms of the common stock, convertible debt and warrants it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. | |
Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a Black-Scholes model for valuation of the derivative instrument. | |
Stock-Based Compensation | |
The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method. | |
Fair Value Measurements | |
As defined in FASB ASC Topic No. 820 – 10, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC Topic No. 820 – 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories: | |
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. | |
Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). The Company’s valuation models are primarily industry standard models. Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. | |
As required by FASB ASC Topic No. 820 – 10, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The estimated fair value of the derivative warrant instruments was calculated using the black scholes model. | |
Income Taxes | |
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. | |
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. | |
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. | |
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. | |
Reclassifications | |
Certain reclassifications have been made to the prior year financial statements to conform with the current year presentation. | |
Subsequent Events | |
The Company has evaluated all transactions from December 31, 2014 through the financial statement issuance date for disclosure consideration. | |
New Accounting Pronouncements | |
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 during 2014. | |
The Company’s management does not believe that any other recently issued pronouncements will have a material effect on the Company’s financial statements. | |
FIXED_ASSETS
FIXED ASSETS | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | 3. FIXED ASSETS | |||||||
Fixed assets consist of the following: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Computer equipment | 78,431 | $ | 38,000 | |||||
Less: Accumulated depreciation | -25,649 | $ | -4,951 | |||||
52,782 | $ | 33,049 | ||||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $20,698 and $4,951, respectively. | ||||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 4. RELATED PARTY TRANSACTIONS |
During July 2013, the Company entered into a one-year lease for office space with an entity that is 12% owned by the Chief Executive Officer (“CEO”) of the Company. The Company incurred expenses of $10,422 to this entity during the year ended December 31, 2014. | |
During the year ended December 31, 2014, the Company’s CEO loaned the Company a total of $422,500 (of which $232,250 has been repaid as of December 31, 2014). The loans bear interest at 1% per annum. At December 31, 2014, $190,250 of the loans are outstanding and owed to the CEO and due in 2015. | |
During the year ended December 31, 2014, the Company’s CFO loaned the Company a total of $55,107 (of which $15,107 has been repaid as of December 31, 2014). The loans bear interest at 1% per annum. At December 31, 2014, $40,000 of the loans are outstanding and owed to the CFO. Of the loans outstanding, $15,000 was payable during December 2014 and is in default at December 31, 2014, and $25,000 was payable in January 2015. | |
During the year ended December 31, 2014, a Director of the Company loaned the Company a total of $275,000, of which $150,000 is due on demand and $100,000 was due in December 2014 and was in default at December 31, 2014 and $25,000 was payable in January 2015. The loans bear interest at 1% per annum. | |
During the year ended December 31, 2014, a related party of an officer of the Company loaned the Company $50,000 in aggregate which was payable in January 2015. The loans bear interest at 1% per annum. | |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 5. NOTES PAYABLE |
During August 2014, the Company received $45,000 in cash for a $50,000 promissory note due in June 2015. The promissory note has no stated interest rate. The Company is recognizing the $5,000 original issue discount as interest expense over the life of the promissory note. As of December 31, 2014, the Company has amortized $2,111 of original issue discount to interest expense. | |
During the year ended December 31, 2014, the Company received $100,000 in cash from third parties in exchange for $100,000 of notes payable bearing interest at 1% per annum. At December 31, 2014, these notes payable were in default as they became due prior to December 31, 2014. | |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable Disclosure [Text Block] | 6. CONVERTIBLE NOTES PAYABLE |
LG Convertible Note | |
On December 15, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC (“LG”) pursuant to which LG purchased an 8% redeemable, convertible note (the “LG Note”) from the Company in the principal amount of $110,000 due December 15, 2015. The LG Note was subject to an original issue discount of $15,000 resulting in a purchase price of $95,000. The LG Note is convertible by LG, at its option, any time after 180 days from the date of issuance at a conversion price equal to 62% of the lowest closing bid price for our common stock for the twenty trading days prior to the date upon which LG provides us with a notice of conversion. The LG Note may be prepaid by us any time within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 145% for a prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 121%, for the 61-90 day period is 127%, for the 91-120 day period is 133%, and for the 121-150 day period is 139%. The LG Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. | |
The conversion price of the $110,000 variable conversion price note is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the conversion feature was recognized as a derivative instrument at the issuance date and is measured at fair value at each reporting period. The Company determined that the fair value of the derivative was $113,364 at the issuance date. Debt discount was recorded up to the $110,000 purchase price of the note (of which $15,000 is an original issue discount) and is amortized to interest expense over the term of the note. The fair value of the beneficial conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $18,364 was expensed immediately as unrealized loss on derivative obligation. | |
JMJ Convertible Note | |
On December 15, 2014, JMJ Financial (“JMJ”), a Nevada sole proprietorship, purchased a redeemable, convertible note (the “JMJ Note”) from us in the principal amount of $55,555 due December 15, 2016. The JMJ Note was subject to an original issue discount resulting in a purchase price of $50,000. The JMJ Note, including accrued interest due thereon, is convertible by JMJ, at its option, any time after 180 days from the date of issuance at a conversion price equal to the lesser of $0.16 or 60% of the average of the two lowest trading prices during the twenty trading days prior to conversion. The JMJ Note may be prepaid by us any time within 120 days from the date of issuance without payment of interest. If we do not prepay the JMJ Note within such 120 day period, a one-time interest charge of 12% will be applied to the principal amount. The JMJ Note becomes immediately due and payable upon certain events of default and subjects us to significant default penalties. JMJ may provide us with additional loans on the same terms pursuant to which JMJ would receive notes which, together with the JMJ Note, aggregate to $250,000. The JMJ Note was amended on January 16, 2015 to, among other things, remove a provision which had provided that if, at any time while the JMJ Note is outstanding, we issued securities on more favorable terms than those contained in the JMJ Note, JMJ had the option to include the more favorable terms in the JMJ Note. | |
The conversion price of the $55,555 variable conversion price note is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the conversion feature was recognized as a derivative instrument at the issuance date and is measured at fair value at each reporting period. The Company determined that the fair value of the derivative was $56,263 at the issuance date. Debt discount was recorded up to the $50,000 purchase price of the note (of which $5,555 is an original issue discount) and is amortized to interest expense over the term of the note. The fair value of the beneficial conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $6,263 was expensed immediately as unrealized loss on derivative obligation. | |
KBM Convertible Note | |
On December 19, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc. (“KBM”) pursuant to which KBM purchased an 8% redeemable convertible note from us in the principal amount of $64,000 due September 19, 2015 (the “KBM Note”). The Company received cash proceeds of $60,000 for this note. The KBM Note is convertible by KBM at its option any time after 180 days from issuance at a conversion price equal to 58% of the average of the lowest three trading prices for our common stock during the ten trading day period prior to the date on which KBM provides us with a conversion notice. The KBM Note may be prepaid by us any time within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 140% for prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 120%, for the 61-90 day period is 125%, for the 91-120 day period is 130% and for the 121-150 day period is 135%. The KBM Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. | |
The conversion price of the $64,000 variable conversion price note is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the conversion feature was recognized as a derivative instrument at the issuance date and is measured at fair value at each reporting period. The Company determined that the fair value of the derivative was $63,980 at the issuance date. Debt discount was recorded up to the $64,000 purchase price of the note and is amortized to interest expense over the term of the note. The fair value of the beneficial conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $3,980 was expensed immediately as unrealized loss on derivative obligation. | |
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Derivative Liability [Abstract] | ||||||||||||||
Derivative Liabilities Disclosure [Text Block] | 7. DERIVATIVE LIABILITIES | |||||||||||||
Warrants | ||||||||||||||
The Company has determined that certain warrants the Company has issued contain provisions that protect holders from future issuances of the Company’s common stock at prices below such warrants’ respective exercise prices and these provisions could result in modification of the warrants exercise price based on a variable that is not an input to the fair value of a “fixed-for-fixed” option. | ||||||||||||||
The Company issued 1,800,000 warrants in connection with the issuance of 600,000 shares of common stock sold for cash during June 2014. All of the warrants vested immediately. These warrants contain anti-dilution provisions that provide for a reduction in the exercise price of such warrants in the event that future common stock (or securities convertible into or exercisable for common stock) is issued (or becomes contractually issuable) at a price per share (a “Lower Price”) that is less than the exercise price of such warrant at the relevant time. The amount of any such adjustment is determined in accordance with the provisions of the relevant warrant agreement and depends upon the number of shares of common stock issued (or deemed issued) at the Lower Price and the extent to which the Lower Price is less than the exercise price of the warrant at the relevant time. In addition, the number of shares issuable upon exercise of these warrants will be increased inversely proportional to any decrease in the exercise price, thus preserving the aggregate exercise price of the warrants both before and after any such adjustment. | ||||||||||||||
The fair values of these warrants issued were recognized as derivative warrant instruments at issuance and are measured at fair value at each reporting period. The Company determined the fair values of these warrants using the Black-Scholes option pricing model. | ||||||||||||||
Activity for derivative warrant liabilities during the year ended December 31, 2014 was as follows: | ||||||||||||||
Initial valuation | ||||||||||||||
of derivative | Decrease | |||||||||||||
liabilities upon | in | |||||||||||||
Balance at | issuance of new | fair value of | Balance at | |||||||||||
December 31, | warrants during | derivative | December 31, | |||||||||||
2013 | the year | liability | 2014 | |||||||||||
Derivative warrant instruments | $ | - | $ | 449,624 | $ | -179,695 | $ | 269,929 | ||||||
The fair value of these warrants was valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.61%, (2) term of 8 years, (3) expected stock volatility of 174%, (4) expected dividend rate of 0%, and (5) common stock price of $2.35. | ||||||||||||||
The fair value of these warrants was valued on December 31, 2014 using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.04%, (2) term of 7.47 years, (3) expected stock volatility of 153%, (4) expected dividend rate of 0%, and (5) common stock price of $0.14. | ||||||||||||||
Derivative conversion feature on convertible debt | ||||||||||||||
Activity for variable conversion feature debt during the year ended December 31, 2014 was as follows: | ||||||||||||||
Initial valuation | ||||||||||||||
of derivative | Increase | |||||||||||||
liabilities upon | in | |||||||||||||
Balance at | issuance of variable feature | fair value of | Balance at | |||||||||||
December 31, | convertible debt | derivative | December 31, | |||||||||||
2013 | during the year | liability | 2014 | |||||||||||
LG Convertible Note | $ | - | $ | 95,000 | $ | 15,867 | $ | 110,867 | ||||||
JMJ Convertible Note | - | 50,000 | 8,115 | 58,115 | ||||||||||
KBM Convertible Note | - | 60,000 | 6,282 | 66,282 | ||||||||||
Total | $ | - | $ | 205,000 | $ | 30,264 | $ | 235,264 | ||||||
The fair value of these derivatives was valued on the date of the issuances of the convertible debt using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.22% - 0.25%, (2) term of 0.76- 2 years, (3) expected stock volatility of 90% - 137%, (4) expected dividend rate of 0%, and (5) common stock price of $0.15 - $0.16. | ||||||||||||||
The fair value of these derivatives was valued on December 31, 2014 using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.25%, (2) term of 0.73 – 1.96 years, (3) expected stock volatility of 91% -142%, (4) expected dividend rate of 0%, and (5) common stock price of $0.14. | ||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 8. STOCKHOLDERS’ EQUITY | |||||||||||||||||||
Sales of Common Stock for Cash | ||||||||||||||||||||
During 2013, the Company issued 825,000 shares of common stock at a price of $1.00 per share for total cash proceeds of $825,000. The shares issued during 2013 pursuant to the subscription agreements contain anti-dilution protection for one year following the final closing thereunder. If the Company issues common stock at less than $1.00 per share during such one year period or if the Company issues securities during such one year period which are convertible into or exercisable for shares of our common stock with a conversion or exercise price of less than $1.00 per share, then the offering price of $1.00 gets adjusted to the lower price entitling the subscribers to additional shares. The anti-dilution clause pursuant to these subscription agreements expired in October 2014. | ||||||||||||||||||||
During 2014, the Company issued 1,275,000 shares of common stock at a price of $1.00 per share for total cash proceeds of $1,275,000. The Company also issued 892,050 shares of common stock for $300,000. See Kodiak below. | ||||||||||||||||||||
In June 2014, the Company issued 600,000 shares of common stock at a price of $1.00 per share and 1,800,000 warrants, each exercisable for one share of common stock with an 8-year term and a $1.00 exercise price, for total cash proceeds of $600,000. The Company recorded the issuance of these shares and warrants as follows: | ||||||||||||||||||||
Amount | ||||||||||||||||||||
Relative | allocated to | |||||||||||||||||||
fair value | common stock | |||||||||||||||||||
Gross | Offering | Net | allocated to | and paid-in | ||||||||||||||||
Shares | proceeds | costs | proceeds | warrants | capital | |||||||||||||||
Jun-14 | 600,000 | $ | 600,000 | $ | - | $ | 600,000 | $ | 449,624 | $ | 150,376 | |||||||||
Kodiak | ||||||||||||||||||||
On July 23, 2014, the Company entered into an Equity Purchase Agreement and a Registration Rights Agreement with Kodiak Capital Group, LLC (“Kodiak”) in order to establish a source of funding for the Company. Under the Equity Purchase Agreement, Kodiak agreed to provide the Company with up to $3,000,000 of funding upon effectiveness of a registration statement on Form S-1. Following effectiveness of the registration statement, the Company could deliver puts to Kodiak under the Equity Purchase Agreement under which Kodiak was obligated to purchase shares of the Company’s common stock based on the investment amount specified in each put notice, which investment amount may be any amount up to $3,000,000 less the investment amount received by the Company from all prior puts, if any. The number of shares of the Company’s common stock that Kodiak could purchase pursuant to each put notice was determined by dividing the investment amount specified in the put by the purchase price. The purchase price per share of common stock was set at eighty (80%) of the market price of the Company’s common stock with market price being defined as the lowest daily value weighted average trading price for our common stock for any trading day during the five consecutive trading days immediately following the date of the put notice to Kodiak. | ||||||||||||||||||||
On October 22, 2014, we provided a Put Notice to Kodiak for cash proceeds of $300,000 to the Company. The lowest daily value weighted average trading price for our common stock during the pricing period which ended on October 29, 2014 was $0.42 per share resulting in a purchase price of $0.34 per share. Based thereon, the number of put shares issued to Kodiak under the put was 892,050. The excess estimated put shares (1,407,950 shares) delivered to Kodiak were returned to the Company’s transfer agent but have yet to be cancelled. On November 13, 2014, we terminated the Equity Purchase Agreement with Kodiak. | ||||||||||||||||||||
Aladdin | ||||||||||||||||||||
On November 25, 2014, we entered into an Equity Purchase Agreement and a Registration Rights Agreement with Aladdin Trading, LLC (“Aladdin”) in order to establish a source of funding for us. Under the Investment Agreement, Aladdin agreed to provide us with up to $5,000,000 of funding upon effectiveness of a registration statement. Following effectiveness of the registration statement, we can deliver puts to Aladdin under the Equity Purchase Agreement under which Aladdin will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice, which investment amount may be any amount up to $5,000,000 less the investment amount received by us from all prior puts, if any. Puts may be delivered by us to Aladdin until the earlier of December 31, 2015 or the date on which Aladdin has purchased an aggregate of $5,000,000 of put shares. The number of shares of our common stock that Aladdin will purchase pursuant to each put notice (“Put Shares”) will be determined by dividing the investment amount specified in the put by the purchase price. The purchase price per share of common stock will be set at 50% of the Market Price for our common stock with Market Price being defined as the volume weighted average trading price for our common stock during the three consecutive trading days immediately following the date of our put notice to Aladdin (the “Pricing Period”). There is no minimum amount that we can put to Aladdin at any one time. On the put notice date, we are required to deliver put shares (“Estimated Put Shares”) to Aladdin in an amount determined by dividing the closing price on the trading day immediately preceding the put notice date multiplied by 50% and Aladdin is required to simultaneously deliver to us the investment amount indicated on the put notice. At the end of the Pricing Period, when the purchase price is established and the number of Put Shares for a particular put is determined, Aladdin must return to us any excess Put Shares provided as Estimated Put Shares or alternatively we must deliver to Aladdin any additional Put Shares required to cover the shortfall between the amount of Estimated Put Shares and the amount of Put Shares. At the end of the pricing period we must also return to Aladdin any excess related to the investment amount previously delivered to us. Pursuant to the Equity Purchase Agreement, Aladdin and its affiliates will not be issued shares of our common stock that would result in Aladdin’s beneficial ownership equaling more than 9.99% of our outstanding common stock. Pursuant to the Registration Rights Agreement, we will be registering 20,000,000 shares of our common stock for issuance to and sale by Aladdin pursuant to the Equity Purchase Agreement. Unless the price of our common stock increases substantially, we will not have access to the full commitment amount under the Equity Purchase Agreement. | ||||||||||||||||||||
Common Stock issued for Services | ||||||||||||||||||||
On January 28, 2014, the Company issued 850,000 shares of common stock in aggregate to its CEO, CFO and President for services. The common stock was valued at the grant date closing price of $3.19 per share, and totaled $2,711,500 which the Company recorded as stock compensation during the year ended December 31, 2014. On March 10, 2014, the Company issued 2,800,000 shares of common stock in aggregate to its CEO, CFO and President for services. The common stock was valued at the grant date closing price of $3.16 per share, and totaled $8,848,000 which the Company recorded as stock compensation during the year ended December 31, 2014. | ||||||||||||||||||||
During the year ended December 31, 2014, the Company issued 856,773 shares of common stock to consultants for services at various dates. The Company recorded stock-based compensation expense of $1,864,443 based on the grant date fair value in connection with the issuance of these shares. | ||||||||||||||||||||
During March 2013, the Company entered into a consulting agreement with Hart Partners LLC to perform certain services on behalf of the Company. In accordance with the consulting agreement with Hart Partners LLC, the Company issued 25,000 shares of common stock during the year ended December 31, 2013. The common stock was valued at the grant date closing price of $2.38 per share, and totaled $59,500 which the Company recorded as stock compensation. | ||||||||||||||||||||
Stock Option Awards | ||||||||||||||||||||
During January 2014, the Company granted options to purchase 177,500 shares of common stock to employees. The options have an exercise price of $1.00 per share and vest over periods of 3 years. The stock price on the grant date was $3.40 per share. The options were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.00%, (2) term of 10 years, and (3) expected stock volatilities of 184% (4) dividend rate of 0%. As a result, the fair value of these options on the grant date was $597,838 and the intrinsic value was $426,000. | ||||||||||||||||||||
During February 2014, the Company granted options to purchase 25,000 shares of common stock to a consultant. The options have an exercise price of $1.00 per share and vest over 1 year. The stock price on the grant date was $3.15 per share. The options were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.00%, (2) term of 10 years, and (3) expected stock volatility of 186%. As a result, the fair value of these options on the grant date was $77,565 and the intrinsic value was $53,750. | ||||||||||||||||||||
During March 2014, the Company granted options to purchase 850,000 shares of common stock to its Chief Executive Officer, President and Chief Financial Officer. The options have an exercise price of $1.00 per share and vest over 3 years. The stock price on the grant date was $2.99 per share. The options were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.00%, (2) term of 10 years, and (3) expected stock volatility of 184%. As a result, the fair value of these options on the grant date was $2,515,575 and the intrinsic value was $1,691,500. | ||||||||||||||||||||
During May 2014, the Company granted options to four employees to purchase 85,000 shares of common stock. The options have an exercise price of $1.00 per share and vest over 4 years. The stock prices on the grant dates were $2.80 - $2.90 per share. The options were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.54% and 2.66%, (2) term of 10 years, and (3) expected stock volatility of 180%. As a result, the fair value of these options on the grant dates was $241,233 and the intrinsic value was $156,000. | ||||||||||||||||||||
During June 2014, the Company granted options to two employees and a consultant to purchase 160,000 shares of common stock. The options have an exercise price of $1.00 per share and vest over 4 years. The stock prices on the grant dates were $2.15 - $2.50 per share. The options were valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.54%, (2) term of 10 years, and (3) expected stock volatility of 174%. As a result, the fair value of these options on the grant date was $361,124 and the intrinsic value was $205,000. | ||||||||||||||||||||
During July and August 2014, the Company granted options to purchase 425,000 shares of common stock to various individuals. The options have an exercise price of $1.00 per share and vest over 4 years. The stock prices on the grant dates were $2.06 - $2.10 per share. These options were valued on the date of the grants using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.61%, (2) term of 10 years, (3) expected stock volatility of 174%, and (4) expected dividend rate of 0%. The options have an exercise price of $1.00 per share and vest over 0-4 years. The fair value of these stock options on the grant date was approximately $862,124 and the intrinsic value was $459,000. | ||||||||||||||||||||
A summary of stock option activity is presented below: | ||||||||||||||||||||
Weighted-average | ||||||||||||||||||||
Weighted-average | Remaining | Aggregate | ||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||
Shares | Price | Term (years) | Value | |||||||||||||||||
Outstanding at December 31, 2013 | 1,433,650 | $ | 0.54 | $ | - | |||||||||||||||
Granted | 1,722,500 | 1 | ||||||||||||||||||
Exercised | ||||||||||||||||||||
Forfeited | -572,406 | 0.75 | ||||||||||||||||||
Outstanding at December 31, 2014 | 2,583,744 | $ | 0.81 | 8.74 | $ | - | ||||||||||||||
Exercisable at December 31, 2014 | 1,334,469 | $ | 0.71 | 8.47 | $ | - | ||||||||||||||
During the years ended December 31, 2014 and 2013, the Company recognized stock-based compensation expense of $3,078,393 and $1,950,410, respectively, related to stock options. As of December 31, 2014, there was $1,662,863 of total unrecognized compensation cost related to non-vested stock options. | ||||||||||||||||||||
Warrant Awards | ||||||||||||||||||||
On March 10, 2014, the Company issued warrants to purchase 750,000 shares of its common stock granted with an exercise price of $1.00 per share to third parties for services. The stock price on the grant date was $3.16 per share. As a result, the intrinsic value for these warrants on the grant date was $1,620,000. The fair value of these warrants was approximately $2,361,731 and was valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.67%, (2) term of 10 years, (3) expected stock volatility of 170%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. | ||||||||||||||||||||
On April 30, 2014, the Company issued warrants to purchase 250,000 shares of its common stock granted with an exercise price of $1.00 per share to a third party for services. The stock price on the grant date was $2.65 per share. As a result, the intrinsic value for these warrants on the grant date was $412,500. The fair value of these warrants was approximately $659,847 and was valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.00%, (2) term of 10 years, (3) expected stock volatility of 170%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. | ||||||||||||||||||||
On June 18, 2014, in connection with the issuance of common stock to a third party, the Company issued warrants to to purchase 1,800,000 shares of its common stock granted with an exercise price of $1.00 per share. At December 31, 2014, the exercise price was reduced to $0.90 per share and 210,831 additional warrants were issued pursuant to the anti-dilution features of the warrants. | ||||||||||||||||||||
A summary of warrant activity is presented below: | ||||||||||||||||||||
Weighted-average | ||||||||||||||||||||
Weighted-average | Remaining | Aggregate | ||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||
Shares | Price | Term (years) | Value | |||||||||||||||||
Outstanding at December 31, 2013 | 750,000 | $ | 0.01 | $ | ||||||||||||||||
Granted | 2,800,000 | 1 | ||||||||||||||||||
Warrants issued pursuant to anti-dilution adjustments | 210,831 | 0.9 | ||||||||||||||||||
Exercised | - | - | ||||||||||||||||||
Expired/Forfeited | - | - | ||||||||||||||||||
Outstanding and exercisable at December 31, 2014 | 3,760,831 | $ | 0.75 | 8.27 | $ | 97,500 | ||||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | 9. INCOME TAXES | |||||||
As of December 31, 2014, the Company had net operating loss carry forwards of $4,359,130 and that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. | ||||||||
Components of net deferred tax assets, including a valuation allowance, are as follows at December 31: | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carry forward | $ | 1,774,275 | $ | 452,231 | ||||
Less: valuation allowance | -1,774,275 | -452,321 | ||||||
Net deferred tax assets | $ | - | $ | - | ||||
In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2014. | ||||||||
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. COMMITMENTS |
Consulting Agreements | |
During August 2014, the Company entered into a 2-year consulting services agreement with an individual. Pursuant to the agreement, the individual will be paid $50,000 per year. In connection with the consulting services agreement, the individual assigned to the Company all of the assets owned by the individual related to the individual’s business operations being conducted through the name Gift Ya Now including, but not limited to, software code base, original design / creative elements, domain name and all strategic business relationships. The assets assigned to the Company had a fair value of $0. | |
Effective October 28, 2014, , the Company entered into a consulting agreement with OTC Media, LLC (“OTC Media”) pursuant to which OTC Media provides us with investor and public relations services. The services may include public relations and direct mail campaigns. In connection therewith, we pay OTC Media a service fee equal to 20% of the cost of the campaigns together with reimbursement for the cost of the campaigns. In November 2014, OTC Media conducted a campaign on our behalf at a cost of $100,000 and received a $20,000 service fee. The consulting agreement is in effect until December 31, 2015 and is subject to renewal. | |
During November 2014, the Company entered into a one-year Marketing and Consulting Agreement with CorProminence LLC (“Cor”) a New York limited liability corporation, pursuant to which Cor will provide us with shareholder and investor relations services in the form of road shows with the financial community, sponsorship and participation in financial industry trade shows, creation of informational packages for prospective investors, investor relations promotional activities and the production and distribution of executive interviews. In connection with such services, we are paying Cor $10,000 per month, payable monthly in advance and issued Cor 217,175 shares of our restricted common stock on November 1, 2014. The agreement may be terminated by either party for any reason upon 30 days prior written notice. If the agreement is terminated by us, Cor is entitled to retain the monthly cash fee paid to Cor after the notice but prior to the effective date of termination unless such termination is due to Cor’s negligence, gross misconduct or breach of its representations, warranties and a material provision set forth in the agreement. Further, if we terminate the agreement for any reason, Cor is required to return to us a proportionate amount of the compensation shares based upon the number of days of the one-year term that the agreement was in effect prior to termination. | |
Employment Agreement | |
The Company signed an employment agreement with its Chief Financial Officer. Pursuant to the agreement, in the event the Chief Financial Officer is terminated without cause, the CFO will be entitled to receive all compensation, including any bonus payments, accrued through the date of termination together with all compensation, including bonus payments, earned through the severance period which is defined as a period of 18 months from termination if more than 18 months remain on the term of the employment agreement at the time of termination or as a period of 12 months from termination, if less than 18 months remain on the term of the employment agreement at the time of termination. | |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Fair Value, Measurement Inputs, Disclosure [Text Block] | 11. FAIR VALUE MEASUREMENTS | |||||||||||||
The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2014: | ||||||||||||||
Quoted | ||||||||||||||
Prices | ||||||||||||||
In Active | Significant | Total | ||||||||||||
Markets for | Other | Significant | Carrying | |||||||||||
Identical | Observable | Unobservable | Value as of | |||||||||||
Assets | Inputs | Inputs | December 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2014 | ||||||||||
Warrant derivatives | $ | - | $ | - | $ | 269,929 | $ | 269,929 | ||||||
Variable conversion - convertible debt derivatives | 235,264 | 235,264 | ||||||||||||
Total | $ | - | $ | - | $ | 505,193 | $ | 505,193 | ||||||
The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as level 3 in the fair value hierarchy: | ||||||||||||||
Significant Unobservable Inputs (Level 3) | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Beginning balance | $ | - | $ | - | ||||||||||
Additions | 654,624 | |||||||||||||
Change in fair value | -149,431 | - | ||||||||||||
Ending balance | $ | 505,193 | $ | - | ||||||||||
Change in unrealized gain included in earnings | $ | 149,431 | $ | - | ||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 12. SUBSEQUENT EVENTS |
Aladdin Equity Purchase Agreement | |
On February 2, 2015, we delivered a put notice to Aladdin for $75,000. This resulted in our issuance of 1,153,847 shares to Aladdin. On February 20, 2015, we delivered a second put notice to Aladdin for $100,000. This resulted in our issuance of 1,538,462 shares to Aladdin, 198,877 of which were required to be returned to us for cancellation resulting in a net issuance of 1,339,585 shares to Aladdin as the 1,538,462 share issuance represented an estimate as to the number of shares covered by the put. Aladdin owes us $25,000 from the second put. On March 10, 2015, we delivered a third put notice to Aladdin for $100,000. This resulted in our issuance of 2,352,942 shares to Aladdin. Based upon the price of our common stock for the third put valuation period we were required to issue an additional 58,322 shares to Aladdin resulting in a net issuance of 2,411,265 shares pursuant to the third put. We have deducted 58,323 shares from the share amount required to be returned to us from the second put and are now entitled to the return of 140,554 shares from the second put share issuance. Aladdin owes us $100,000 from the third put. | |
Common stock issued for services | |
The Company issued 50,000 shares of common stock for services during January 2015. The Company issued an additional 200,000 shares of common stock for services during March 2015. | |
Related Parties | |
Gannon Giguiere | |
On January 15, 2015, we received a $14,000 loan from Gannon Giguiere paying interest at the rate of 1% per annum. The loan was converted into common stock on February 2, 2015 (see below). | |
On February 2, 2015, we entered into Amendment No. 2 to the November 21, 2012 Employment Services Agreement, as amended on March 10, 2014, between us and Gannon Giguiere, our Chief Executive Officer, Secretary and Chairman. The amendment reduced Mr. Giguiere’s base annual salary from $180,000 to $1, clarified the provision under which we can issue bonuses to Mr. Giguiere, and provided for the issuance of 5,000,000 shares of our common stock (which were granted piggyback registration rights) and 2,000,000 stock options which have a ten-year term and are exercisable for the purchase of 2,000,000 shares of our common stock at a price of $0.10 per share. The stock options vest monthly and ratably over the 36-month period commencing upon issuance. | |
On February 2, 2015, $351,000 in accrued salary due to Gannon Giguiere was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 5,014,286 shares of common stock. Piggyback registration rights apply to these shares. | |
On February 2, 2015, $64,050 in principal and $279 in interest due thereon with respect to the loan made by Gannon Giguiere to us on November 10, 2014, $67,500 in principal and $124 in interest due thereon with respect to the loan made by Gannon Giguiere to us on November 28, 2014, $15,000 in principal and $21 in interest due thereon with respect to the loan made by Gannon Giguiere to us on December 15, 2014, and $14,000 in principal and $7 in interest due thereon with respect to the loan made by Gannon Giguiere to us on January 15, 2015, or an aggregate of $160,981 was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 2,299,729 shares of common stock to Mr. Giguiere. Piggyback registration rights apply to these shares. | |
Alan Johnson | |
On February 2, 2015, we entered into Amendment No. 2 to the November 21, 2012 Employment Services Agreement, as amended on March 10, 2014, between us and Alan Johnson, our Chief Corporate Development Officer. The amendment reduced Mr. Johnson’s base annual salary from $180,000 to $1, clarified the provision under which we can issue bonuses to Mr. Johnson, and provided for the issuance of 2,000,000 shares of our common stock (which were granted piggyback registration rights) and 1,000,000 stock options to Mr. Johnson upon execution of the amendment. The stock options were issued under our 2015 Equity Incentive Plan as non-statutory stock options. The stock options have a ten-year term and are exercisable for the purchase of 1,000,000 shares of our common stock at a price of $0.10 per share. The stock options vest monthly and ratably over the 36-month period commencing upon issuance. | |
On February 2, 2015, $339,780 in accrued salary due to Alan Johnson was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 4,853,571 shares of common stock to Mr. Johnson. Piggyback registration rights apply to these shares. | |
On February 2, 2015, $150,000 in principal and $777 in interest due thereon with respect to the loan made by Alan Johnson to us on July 29, 2014, and $9,842 in principal and $362 in interest due thereon with respect to the loan made by Alan Johnson to us on September 24, 2014, or an aggregate of $160,981 was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 2,299,729 shares of common stock to Mr. Johnson. Piggyback registration rights apply to these shares. | |
Michael Rountree | |
On February 12, 2015, we received a $10,000 loan from Michael Rountree paying interest at the rate of 1% per annum. The loan is due and payable on May 13, 2015. | |
On February 2, 2015, we entered into Amendment No. 1 to the March 10, 2014 Employment Services agreement between us and Michael Rountree, our Chief Financial Officer and Treasurer. The Amendment reduced Mr. Rountree’s base annual salary from $180,000 to $1, clarified the provision under which we can issue bonuses to Mr. Rountree and provided for the issuance of 2,000,000 shares of our common stock (which were granted piggyback registration rights) and 1,000,000 stock options to Mr. Rountree upon execution of the amendment. The stock options were issued under our 2015 Equity Incentive Plan as non-statutory stock options. The stock options have a ten-year term and are exercisable for the purchase of 1,000,000 shares of our common stock at a price of $0.10 per share. The stock options vest monthly and ratably over the 36 month period commencing upon issuance. | |
On February 2, 2015, $227,435 in accrued salary due to Michael Rountree, our Treasurer and Chief Financial Officer, was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 3,249,071 shares of common stock to Mr. Rountree. Piggyback registration rights apply to these shares. | |
On February 2, 2015, $15,000 in principal and $63 in interest due thereon with respect to the loan made by Michael Rountree to us on September 30, 2014, and $25,000 in principal and $80 in interest due thereon with respect to the loan made by Michael Rountree to us on October 9, 2014, or an aggregate of $40,143 was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 573,471 shares of common stock to Mr. Rountree. Piggyback registration rights apply to these shares. | |
Loans | |
FireRock Securities Purchase Agreement | |
On January 6, 2015 we entered into a Securities Purchase Agreement (“SPA”) with FireRock Global Opportunities Fund L.P., a Delaware limited partnership (“FireRock”), pursuant to which we issued and sold to FireRock a convertible promissory note, dated January 6, 2015, in the principal amount of $137,500 (the “Initial Note”). The Initial Note was subject to an original issue discount resulting in our receipt of $125,000 in proceeds. In connection with the SPA, we also issued to FireRock 250,000 shares of our restricted common stock and a five-year warrant, dated January 6, 2015, to purchase 500,000 shares of our common stock at an exercise price of $0.50 per share. The SPA and a related Registration Rights Agreement between us and FireRock, dated January 6, 2015, provide for us to register the shares issuable upon conversion of the Initial Note and Second Note, as hereinafter defined, and the exercise of the warrant. The Initial Note and Second Note are hereinafter referred to collectively as the Notes. We were required to file a registration statement with respect to the shares underlying the Notes and warrant within 60 days of the January 6, 2015 issuance date and have such registration statement declared effective not more than 150 days following the issuance date. We filed the registration statement on March 6, 2015. FireRock purchased a second convertible promissory note from us in the principal amount of $137,500 (the “Second Note”) three business days following the effective date of the registration statement. The Second Note is identical, in all material respects, to the Initial Note. The Second Note is also subject to an original issue discount and resulted in our receipt of $125,000 in additional proceeds. The Notes have six-month terms and provide for payment of interest on the principal amount at maturity at the rate of 1% per annum. | |
The Notes, including accrued interest thereon, can be prepaid by us, in whole or in part, at any time prior to maturity, upon three trading days prior written notice, at a premium of 135%. The premium rate also applies to any default interest which may be due at the time of prepayment. Default interest, at the rate of 15% per annum, will become due in the event that we fail to pay principal or interest when due on the Notes. The Notes are convertible at any time after issuance at the lower of (i) $0.20 per share or (ii) 60% (50% upon an Event of Default) of the volume weighted average price for our common stock during the three consecutive trading days immediately preceding the trading day on which we receive a notice of conversion. The SPA further provides that if we complete a registered primary public offering of our securities at any time during which the Notes remain outstanding, that the Notes can be converted at the closing of such offering at a conversion price equal to a 10% discount to the offering price to investors in the offering. We are required to reserve 20,000,000 shares of our common stock to cover Note conversions and register all such shares in the registration statement. We are also required to cause our transfer agent to issue and transfer shares to the holders of the Notes within one trading day of our receipt of a conversion notice. The failure to do so constitutes an Event of Default under the Notes. Other Events of Default including, but are not limited to, our failure to pay principal and interest when due, a material breach by us of any of the terms of the FireRock transaction documents, a breach of any representation or warranty made by us in the FireRock transaction documents having a material adverse effect on the holder of the Notes, our appointment of a receiver or trustee, our becoming bankrupt, our stock becoming delisted, our failure to comply with our reporting requirements under the Securities Exchange Act of 1934, our cessation of operations, our dissolution or liquidation, our failure to maintain any of our material assets, certain restatements of our financial statements, our effectuation of a reverse stock split, and certain unvacated judgments against us involving more than $50,000. Subject to applicable cure periods, the Notes become immediately due and payable upon the occurrence and during the continuation of Events of Default. | |
The face amount of purchase price of the Initial Note is $312,500. This consists of the actual amount funded of $125,000, $12,500 in original issue discount, $125,000 to reflect the potential conversion amount penalty in the case of an uncured Event of Default and $50,000 to reflect a potential penalty in the event the registration statement is not filed within 60 days of January 6, 2015 or declared effective within 150 days of January 6, 2015. The face amount of purchase price of the Second Note will be $262,500 consisting of the $125,000 amount to be funded, $12,500 in original issue discount and $125,000 to reflect the potential conversion amount penalty in the case of an uncured Event of Default. Accordingly, the aggregate face uncured amount of the Notes will be $575,000. If we determine to prepay the Notes prior to their respective maturity dates, the 135% prepayment principal premium will be applied, in the case of each of the Notes, against the $137,500 principal amount of each of the Notes and against the accrued interest due thereon. If the holder of the Notes determines to convert the Notes prior to the respective maturity dates, the conversion will likewise be made against the $137,500 principal amount of the Notes and all accrued interest due thereon. Subject to applicable cure periods, upon the occurrence and during the continuation of any Event of Default, the Notes will become immediately due and payable and we will be required to pay to the holder of the Notes, in full satisfaction of our obligation thereunder, an amount equal to (i) in the case of payments to be made in common stock, the conversion rate described above against $575,000 ($525,000 if the registration obligations have been satisfied) together with accrued interest and default interest due on the Notes through the date of payment, or (ii) in the case of payments to be made in cash, $325,000 ($275,000 if the registration obligations have been satisfied) together with accrued interest and default interest due thereon through the date of the payment multiplied by 145%. The amounts payable upon default, whether in cash or stock, will be proportionately reduced in case we make partial payments of principal or holder converts part of the Notes prior to any such default. Holder may, in its sole discretion, determine to take payment part in stock and part in cash. | |
KBM | |
On January 29, 2015, we entered into a second Securities Purchase Agreement with KBM pursuant to which KBM purchased an 8% redeemable convertible note from us in the principal amount of $48,000 due November 2, 2015. All of the other material terms of the note are identical to the terms of the KBM Note entered into in December 2014. | |
Tangiers | |
On January 23, 2015, we entered into a Note Purchase Agreement with Tangiers Investment Group, LLC (“Tangiers”) pursuant to which Tangiers purchased a one-year 10% Convertible Promissory Note from us in the principal amount of $55,000 (the “Tangiers Note”). The Tangiers Note was subject to an original issue discount resulting in a purchase price of $50,000. The Tangiers Note, including accrued interest due thereon, is convertible by Tangiers, at its option, any time after 180 days from the date of issuance at a conversion price equal to 52% of the lowest trading price for our common stock during the twenty trading days prior to conversion. The conversion price will be further reduced by 10% if we are placed on “chill” status with DTC until such “chill” is remedied and will be reduced by 5% if we are not DWAC eligible. The Tangiers Note may be prepaid by us within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 145% for a prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 121%, for the 61-90 day period is 127%, for the 91-120 day period is 133%, and for the 121-150 day period is 139%. The Tangiers Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. By mutual agreement, Tangiers may provide us with additional funding on the same terms up to an aggregate principal amount of $330,000 during the 9-month period which commenced on January 23, 2015. | |
Adar | |
On January 23, 2015, we entered into a Securities Purchase Agreement with Adar Bays, LLC (“Adar”) pursuant to which Adar purchased an 8% redeemable, convertible promissory note (the “Adar Note”) from us in the principal amount of $44,000 due January 23, 2016. The Adar Note was subject to an original issue discount resulting in a purchase price of $40,000. The Adar Note, including accrued interest due thereon, is convertible by Adar, at its option, any time after 180 days from the date of issuance at a conversion price equal to 62% of the lowest closing bid price for our common stock during the twenty trading days prior to conversion. In the event that our common stock becomes subject to a DTC “chill”, the conversion price formula will be reduced from 62% to 52% while the “chill” remains in effect. The Adar Note may be prepaid by us within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 145% for a prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 121%, for the 61-90 day period is 127%, for the 91-120 day period is 133% and for the 121-150 day period is 139%. The Adar Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. | |
Union Capital | |
On March 3, 2015, we entered into a Securities Purchase Agreement with Union Capital, LLC (“Union”) pursuant to which Union purchased an 8% redeemable, convertible note (the “Union Note”) from us in the principal amount of $44,000 due March 3, 2016. The Union Note was subject to an original issue discount resulting in a purchase price of $40,000. The Union Note is convertible by Union, at its option, any time after 180 days from the date of issuance at a conversion price equal to 62% of the lowest closing bid price for our common stock for the twenty trading days prior to the date upon which Union provides us with a notice of conversion. The Union Note may be prepaid by us any time within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 145% for a prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 121%, for the 61-90 day period is 127%, for the 91-120 day period is 133%, and for the 121-150 day period is 139%. The Union Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. | |
River North | |
On March 18, 2015, we entered into a Convertible Note Purchase Agreement with River North Equity, LLC (“River North”) an Illinois limited liability corporation, pursuant to which River North purchased a 9% Convertible Note (the “River North Note”) from us in the principal amount of $52,500. The River North Note was subject to an original issue discount resulting in our receipt of $47,250 in proceeds. The River North Note is convertible by River North, at its option, any time after 180 days from issuance at a conversion price equal to 60% of the lowest trading price for our common stock during the twenty trading days prior to the date on which River North provides us with a conversion notice. The conversion price formula will be reduced from 60% to 50% if we are not DWAC eligible. The River North Note contains a right of first refusal in favor of River North with regard to certain future borrowings by us for the term of the River North Note. The River North Note may be prepaid by us any time prior to our receipt of a conversion notice from River North in an amount equal to 105% multiplied by the sum of the then outstanding principal amount of the River North Note plus (i) accrued and unpaid interest due on the principal amount; and (ii) default interest and penalty payments, if any, due on the River North Note at the time of prepayment. The River North Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. | |
VGI | |
On April 8, 2015, we entered into a Securities Purchase Agreement with Vires Group, Inc. (“VGI”), a New York Corporation, pursuant to which VGI purchased a 12% redeemable, convertible note (the “VGI Note”) from us in the principal amount of $38,000 due January 2016. The VGI Note is convertible by VGI, at its option, any time after 180 days from issuance at a conversion price equal to 50% of the average of the three lowest trading prices for our common stock during the twenty-day trading period prior to the date on which VGI provides us with a conversion notice. The VGI Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. | |
Consulting Agreements | |
On February 2, 2015, we entered into a one-year Consulting and Development Agreement with Meridian Computing, Inc. (“MCI”) pursuant to which MCI provides us with services which include (i) software development services; (ii) assisting us with our product requirements, release schedules and client-server dependencies; and (iii) assisting us with our gathering and specification requirements related to mobile architecture and implementation. We are paying MCI for the services at the rate of $19,200 per month or $230,400 on an annualized basis. The annualized fee amount is payable by us in advance. We can terminate the agreement upon 30 days prior written notice. Upon any such termination, MCI is able to retain the cash fee payment. | |
On February 2, 2015, we entered into a one-year Consulting Agreement with JV Holdings, LLC (“JV”) pursuant to which JV provides us with investor relations and related services. The agreement is automatically renewable for additional one-year terms unless either party notifies the other of its intention not to renew not less than 30 days prior to the end of the existing term. In the event of a renewal, the parties will re-negotiate the cash and stock fees payable to JV under the agreement. We are paying JV a monthly cash fee of $6,000 per month or an aggregate of $72,000 for the initial one-year term, which annualized fee is payable in full, in advance. Pursuant to the agreement, we issued 350,000 shares of our restricted common stock to JV, as a stock fee. The agreement may be terminated by us upon 30 days prior written notice. In such event, JV is entitled to retain the cash and stock fees it has received prior to the date of termination. | |
On February 2, 2015, we entered into Amendment No. 1 to our March 10, 2014 Consulting Agreement with Harrison Group, Inc. (“HG”) which extended the term of the Consulting Agreement for an additional two years through August 31, 2017. Pursuant to the term extension, we issued 1,500,000 shares of our restricted common stock to HG. | |
On February 2, 2015, we entered into a Consulting Agreement with M1 Capital Advisors LLC (“M1”) pursuant to which M1 is providing us with strategic and corporate consulting services which include (i) the development and refinement of our business plan; (ii) market and competitive research assessment; (iii) preparation of investor presentation materials; (iv) review of product features; and (v) development of marketing strategies and initiatives. The agreement terminates on December 31, 2015. We will pay M1 a $110,000 cash fee for the services which is payable in advance. The agreement is renewable 60 days prior to the end of the term upon mutual agreement of the parties. | |
On February 2, 2015, we entered into a one-year Consulting Agreement with Market Pulse Media, Inc. (“MP”) pursuant to which MP provides us with financial and business advice and investor relations services. The agreement is subject to extension upon mutual agreement of the parties. In connection therewith, we issued 1,300,000 shares of our restricted common stock to MP, which shares contain piggyback registration rights. We can terminate the agreement upon 30 days prior written notice. | |
2015 Equity Incentive Plan | |
On February 2, 2015, our board of directors approved our 2015 Equity Incentive Plan. Our shareholders have yet to approve the 2015 Equity Incentive Plan and unless they do so prior to February 2, 2016, we will not be able to issue incentive stock options under the 2015 Equity Incentive Plan. A total of 11,000,000 shares of our common stock are reserved for issuance under the 2015 Plan. If an incentive award granted under the 2015 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2015 Plan. Shares issued under the 2015 Plan through the settlement, assumption or substitution of outstanding awards or obligations to grant future awards as a condition of acquiring another entity are not expected to reduce the maximum number of shares available under the 2015 Plan. In addition, the number of shares of common stock subject to the 2015 Plan and the number of shares and terms of any incentive award are subject to adjustment in the event of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction. | |
The compensation committee of the Board, or the Board in the absence of such a committee, will administer the 2015 Plan and grants made thereunder. Subject to the terms of the 2015 Plan, the compensation committee has complete authority and discretion to determine the terms of awards under the 2015 Plan. Any officer or other employee of the Company or its affiliates, or an individual that the Company or an affiliate has engaged to become an officer or employee, or a consultant or advisor who provides services to the Company or its affiliates, including a non-employee director of the Board, is eligible to receive awards under the 2015 Plan. | |
Our Board of Directors or if then in place, the compensation committee of our Board of Directors, may amend, suspend or terminate the 2015 Plan without stockholder approval or ratification at any time or from time to time. No change may be made that increases the total number of shares of our common stock reserved for issuance under the 2015 Plan or reduces the minimum exercise price for options or exchange of options for other incentive awards. Unless sooner terminated, the 2015 Plan terminates ten years after the date on which it was adopted. | |
Stock Option Awards | |
Effective February 2, 2015, an aggregate of 6,950,000 ten-year non-statutory stock options to purchase an aggregate of 6,950,000 shares of our common stock, vesting monthly and ratably over the 36 -month period commencing upon issuance on the first day of each month during the vesting period with an initial vesting date of March 1, 2015 and a final vesting date of February 1, 2018 and an exercise price of $0.10 per share were issued under the 2015 Equity Incentive Plan to 29 employees of ours. The recipients included: Gannon Giguiere, our President and CEO who received 2,000,000 options, Alan Johnson, our Chief Corporate Development Officer who received 1,000,000 options, and Michael Rountree, our Treasurer and Chief Financial Officer who received 1,000,000 options. | |
Warrants | |
Effective February 2, 2015, the 7 members of our Advisory Board were each issued a ten-year warrant to purchase 100,000 shares of our common stock at an exercise price of $0.10 per share resulting in the issuance of an aggregate of 700,000 warrants. | |
Effective February 2, 2015, 11 advisors/consultants were each issued a ten-year warrant to purchase 100,000 shares of our common stock at an exercise price of $0.10 per share resulting in the issuance of an aggregate of 1,100,000 warrants. | |
Jason Harvey | |
On April 8, 2015, Jason Harvey was appointed as our Chief Executive Officer. We have yet to enter into a written employment agreement with him but expect to do so in the near future. We have agreed to pay him an annual base salary of $175,000 and to make a restricted stock grant to him of 2,250,000 shares of our common stock. Mr. Harvey will also be entitled to receive performance based bonuses and other benefits to be determined. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis Of Accounting, Policy [Policy Text Block] | Basis of Presentation |
The financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles. | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
The financial statements include the accounts of the Company and its subsidiary. Intercompany transactions and balances have been eliminated. | |
Use Of Estimates, Policy [Policy Text Block] | Use of Estimates |
The preparation of financial statements in conformity with US 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. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Common Share |
Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per common share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per common share excludes all potential common shares if their effect is anti-dilutive. | |
Since the Company is in a loss position, it has excluded stock options and warrants from its calculation of diluted net loss per common share. At December 31, 2014, the Company had 2,583,744 stock options and 3,760,831 warrants and 2,788,688 shares issuable upon the conversion of convertible debt that would have been included in its calculation of diluted net loss per common share if they were not anti-dilutive. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At December 31, 2014 and 2013, the Company's bank deposits did not exceeded the insured amounts. | |
Research, Development, and Computer Software, Policy [Policy Text Block] | Software Development Costs |
Costs incurred in the research and development of new software products are expensed as incurred until technological feasibility has been established. After technological feasibility is established, any additional costs are capitalized in accordance with authoritative guidance until the product is available for general release. The Company determined its software development costs were fully impaired during the year ended December 31, 2014, and the Company recorded impairment expense of $866,121. | |
Fixed Assets [Policy Text Block] | Fixed Assets |
Fixed assets are stated at cost and depreciated using the straight-line method over the estimated useful life of the asset. The Company’s fixed assets are comprised of computer equipment and the estimated life of computer equipment is three years. | |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Asset - Domain Name |
The Company considers the domain name an indefinite-lived intangible asset and will test for impairment on an annual basis. The Company determined that the domain name was fully impaired during the year ending December 31, 2014, and the Company recorded impairment expense of $103,750. | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition |
We will recognize revenue when four basic criteria are met: persuasive evidence of a sales arrangement exists; performance of services has occurred; the sales price is fixed or determinable; and collectability is reasonably assured. We will consider persuasive evidence of a sales arrangement to be the receipt of a signed contract. Collectability will be assessed based on a number of factors, including transaction history and the credit worthiness of a customer. If it is determined that collection is not reasonably assured, revenue will not be recognized until collection becomes reasonably assured. We will record cash received in advance of revenue recognition as deferred revenue. | |
Derivatives, Policy [Policy Text Block] | Derivative Liabilities |
The Company reviews the terms of the common stock, convertible debt and warrants it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. | |
Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a Black-Scholes model for valuation of the derivative instrument. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation |
The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method. | |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements |
As defined in FASB ASC Topic No. 820 – 10, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC Topic No. 820 – 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories: | |
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. | |
Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). The Company’s valuation models are primarily industry standard models. Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. | |
As required by FASB ASC Topic No. 820 – 10, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The estimated fair value of the derivative warrant instruments was calculated using the black scholes model. | |
Income Tax, Policy [Policy Text Block] | Income Taxes |
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. | |
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. | |
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. | |
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. | |
Reclassification, Policy [Policy Text Block] | Reclassifications |
Certain reclassifications have been made to the prior year financial statements to conform with the current year presentation. | |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events |
The Company has evaluated all transactions from December 31, 2014 through the financial statement issuance date for disclosure consideration. | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements |
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 during 2014. | |
The Company’s management does not believe that any other recently issued pronouncements will have a material effect on the Company’s financial statements. | |
FIXED_ASSETS_Tables
FIXED ASSETS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | ||||||||
Fixed assets consist of the following: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Computer equipment | 78,431 | $ | 38,000 | |||||
Less: Accumulated depreciation | -25,649 | $ | -4,951 | |||||
52,782 | $ | 33,049 | ||||||
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Derivative Liability [Abstract] | ||||||||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Activity for derivative warrant liabilities during the year ended December 31, 2014 was as follows: | |||||||||||||
Initial valuation | ||||||||||||||
of derivative | Decrease | |||||||||||||
liabilities upon | in | |||||||||||||
Balance at | issuance of new | fair value of | Balance at | |||||||||||
December 31, | warrants during | derivative | December 31, | |||||||||||
2013 | the year | liability | 2014 | |||||||||||
Derivative warrant instruments | $ | - | $ | 449,624 | $ | -179,695 | $ | 269,929 | ||||||
Activity for variable conversion feature debt during the year ended December 31, 2014 was as follows: | ||||||||||||||
Initial valuation | ||||||||||||||
of derivative | Increase | |||||||||||||
liabilities upon | in | |||||||||||||
Balance at | issuance of variable feature | fair value of | Balance at | |||||||||||
December 31, | convertible debt | derivative | December 31, | |||||||||||
2013 | during the year | liability | 2014 | |||||||||||
LG Convertible Note | $ | - | $ | 95,000 | $ | 15,867 | $ | 110,867 | ||||||
JMJ Convertible Note | - | 50,000 | 8,115 | 58,115 | ||||||||||
KBM Convertible Note | - | 60,000 | 6,282 | 66,282 | ||||||||||
Total | $ | - | $ | 205,000 | $ | 30,264 | $ | 235,264 | ||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||||||
Schedule of Stock Options And Fair Value Adjustments [Table Text Block] | The Company recorded the issuance of these shares and warrants as follows: | |||||||||||||||||||
Amount | ||||||||||||||||||||
Relative | allocated to | |||||||||||||||||||
fair value | common stock | |||||||||||||||||||
Gross | Offering | Net | allocated to | and paid-in | ||||||||||||||||
Shares | proceeds | costs | proceeds | warrants | capital | |||||||||||||||
Jun-14 | 600,000 | $ | 600,000 | $ | - | $ | 600,000 | $ | 449,624 | $ | 150,376 | |||||||||
Schedule Of Stock Option Awards [Table Text Block] | A summary of stock option activity is presented below: | |||||||||||||||||||
Weighted-average | ||||||||||||||||||||
Weighted-average | Remaining | Aggregate | ||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||
Shares | Price | Term (years) | Value | |||||||||||||||||
Outstanding at December 31, 2013 | 1,433,650 | $ | 0.54 | $ | - | |||||||||||||||
Granted | 1,722,500 | 1 | ||||||||||||||||||
Exercised | ||||||||||||||||||||
Forfeited | -572,406 | 0.75 | ||||||||||||||||||
Outstanding at December 31, 2014 | 2,583,744 | $ | 0.81 | 8.74 | $ | - | ||||||||||||||
Exercisable at December 31, 2014 | 1,334,469 | $ | 0.71 | 8.47 | $ | - | ||||||||||||||
Schedule Of Warrant Awards [Table Text Block] | A summary of warrant activity is presented below: | |||||||||||||||||||
Weighted-average | ||||||||||||||||||||
Weighted-average | Remaining | Aggregate | ||||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||||||||
Shares | Price | Term (years) | Value | |||||||||||||||||
Outstanding at December 31, 2013 | 750,000 | $ | 0.01 | $ | ||||||||||||||||
Granted | 2,800,000 | 1 | ||||||||||||||||||
Warrants issued pursuant to anti-dilution adjustments | 210,831 | 0.9 | ||||||||||||||||||
Exercised | - | - | ||||||||||||||||||
Expired/Forfeited | - | - | ||||||||||||||||||
Outstanding and exercisable at December 31, 2014 | 3,760,831 | $ | 0.75 | 8.27 | $ | 97,500 | ||||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Components of net deferred tax assets, including a valuation allowance, are as follows at December 31: | |||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carry forward | $ | 1,774,275 | $ | 452,231 | ||||
Less: valuation allowance | -1,774,275 | -452,321 | ||||||
Net deferred tax assets | $ | - | $ | - | ||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2014: | |||||||||||||
Quoted | ||||||||||||||
Prices | ||||||||||||||
In Active | Significant | Total | ||||||||||||
Markets for | Other | Significant | Carrying | |||||||||||
Identical | Observable | Unobservable | Value as of | |||||||||||
Assets | Inputs | Inputs | December 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2014 | ||||||||||
Warrant derivatives | $ | - | $ | - | $ | 269,929 | $ | 269,929 | ||||||
Variable conversion - convertible debt derivatives | 235,264 | 235,264 | ||||||||||||
Total | $ | - | $ | - | $ | 505,193 | $ | 505,193 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as level 3 in the fair value hierarchy: | |||||||||||||
Significant Unobservable Inputs (Level 3) | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Beginning balance | $ | - | $ | - | ||||||||||
Additions | 654,624 | |||||||||||||
Change in fair value | -149,431 | - | ||||||||||||
Ending balance | $ | 505,193 | $ | - | ||||||||||
Change in unrealized gain included in earnings | $ | 149,431 | $ | - | ||||||||||
ORGANIZATION_AND_BUSINESS_OPER1
ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Organization and Business Operation [Line Items] | ||
Retained Earnings (Accumulated Deficit) | ($27,734,925) | ($4,353,375) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |
Cash, FDIC Insured Amount | $250,000 |
Impairment of Intangible Assets, Finite-lived | 103,750 |
Convertible Debt [Member] | |
Significant Accounting Policies [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,788,688 |
Software and Software Development Costs [Member] | |
Significant Accounting Policies [Line Items] | |
Impairment of Intangible Assets, Finite-lived | $866,121 |
Employee Stock Option [Member] | |
Significant Accounting Policies [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,583,744 |
Warrant [Member] | |
Significant Accounting Policies [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,760,831 |
FIXED_ASSETS_Details
FIXED ASSETS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Computer equipment | $78,431 | $38,000 |
Less: Accumulated depreciation | -25,649 | -4,951 |
Property, Plant and Equipment, Net | $52,782 | $33,049 |
FIXED_ASSETS_Details_Textual
FIXED ASSETS (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $20,698 | $4,951 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 23, 2014 | Jan. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Due To Related Parties Current And Noncurrent | $10,422 | |||
Repayments of Related Party Debt | 247,357 | 0 | ||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage Of Ownership Interest Held By Related Party In Lessor Entity | 12.00% | |||
Due To Related Parties Current And Noncurrent | 422,500 | |||
Related Party Transaction, Rate | 1.00% | |||
Repayments of Related Party Debt | 232,250 | |||
Due to Related Parties, Current | 190,250 | |||
Chief Financial Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due To Related Parties Current And Noncurrent | 55,107 | |||
Related Party Transaction, Rate | 1.00% | |||
Repayments of Related Party Debt | 15,107 | |||
Due to Related Parties, Current | 40,000 | |||
Due to Officers or Stockholders | 15,000 | |||
Chief Financial Officer [Member] | Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Officers or Stockholders | 25,000 | |||
Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due To Related Parties Current And Noncurrent | 275,000 | |||
Related Party Transaction, Rate | 1.00% | |||
Repayments of Related Party Debt | 150,000 | |||
Due to Related Parties, Current | 100,000 | |||
Director [Member] | Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Officers or Stockholders | 25,000 | |||
Related Party Of Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Rate | 1.00% | |||
Related Party Transaction, Amounts of Transaction | $50,000 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Proceeds from Notes Payable | $45,000 | $145,000 | $0 |
Amortization of Debt Discount (Premium) | 8,111 | 0 | |
Notes Payable, Other Payables [Member] | |||
Debt Instrument, Face Amount | 100,000 | ||
Proceeds from Issuance of Debt | 100,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||
Promissory Note [Member] | |||
Debt Instrument, Face Amount | 50,000 | ||
Interest Expense, Debt | 5,000 | ||
Amortization of Debt Discount (Premium) | $2,111 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 15, 2014 | Dec. 19, 2014 | |
Unrealized Gain (Loss) on Derivatives | $149,431 | $0 | ||
LG Convertible Note [Member] | ||||
Debt Instrument, Face Amount | 110,000 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | The LG Note is convertible by LG, at its option, any time after 180 days from the date of issuance at a conversion price equal to 62% of the lowest closing bid price for our common stock for the twenty trading days prior to the date upon which LG provides us with a notice of conversion. | |||
Derivative Liability | 113,364 | |||
Unrealized Gain (Loss) on Derivatives | 18,364 | |||
LG Convertible Note [Member] | Debt Instrument, Redemption, Period One [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 115.00% | |||
LG Convertible Note [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 145.00% | |||
LG Convertible Note [Member] | Debt Instrument, Redemption, Period Three [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 121.00% | |||
LG Convertible Note [Member] | Debt Instrument, Redemption, Period Four [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 127.00% | |||
LG Convertible Note [Member] | Debt Instrument, Redemption, Period Five [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 133.00% | |||
LG Convertible Note [Member] | DebtInstrument Redemption Period Six [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 139.00% | |||
JMJ Convertible Note [Member] | ||||
Debt Instrument, Face Amount | 55,555 | |||
Debt Instrument, Maturity Date | 15-Dec-16 | |||
Proceeds from Convertible Debt | 50,000 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | The JMJ Note, including accrued interest due thereon, is convertible by JMJ, at its option, any time after 180 days from the date of issuance at a conversion price equal to the lesser of $0.16 or 60% of the average of the two lowest trading prices during the twenty trading days prior to conversion. | |||
Debt Instrument, Interest Rate, Basis for Effective Rate | If we do not prepay the JMJ Note within such 120 day period, a one-time interest charge of 12% will be applied to the principal amount | |||
Increase (Decrease) in Notes Receivables | 250,000 | |||
Derivative Liability | 56,263 | |||
Unrealized Gain (Loss) on Derivatives | 6,263 | |||
Debt Instrument, Unamortized Discount | 5,555 | |||
KBM Convertible Note [Member] | ||||
Debt Instrument, Face Amount | 64,000 | |||
Debt Instrument, Maturity Date | 19-Sep-15 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||
Proceeds from Convertible Debt | 60,000 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | The KBM Note is convertible by KBM at its option any time after 180 days from issuance at a conversion price equal to 58% of the average of the lowest three trading prices for our common stock during the ten trading day period prior to the date on which KBM provides us with a conversion notice | |||
Derivative Liability | 63,980 | |||
Unrealized Gain (Loss) on Derivatives | 3,980 | |||
KBM Convertible Note [Member] | Debt Instrument, Redemption, Period One [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 115.00% | |||
KBM Convertible Note [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 140.00% | |||
KBM Convertible Note [Member] | Debt Instrument, Redemption, Period Three [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 120.00% | |||
KBM Convertible Note [Member] | Debt Instrument, Redemption, Period Four [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 125.00% | |||
KBM Convertible Note [Member] | Debt Instrument, Redemption, Period Five [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 130.00% | |||
KBM Convertible Note [Member] | DebtInstrument Redemption Period Six [Member] | ||||
Debt Instrument, Redemption Price, Percentage | 135.00% | |||
LG Capital Funding, LLC [Member] | ||||
Debt Instrument, Face Amount | 110,000 | |||
Debt Instrument, Maturity Date | 15-Dec-15 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||
Proceeds from Convertible Debt | 95,000 | |||
Debt Instrument, Unamortized Discount | $15,000 |
DERIVATIVE_LIABILITIES_Details
DERIVATIVE LIABILITIES (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Warrant [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2013 | $0 |
Initial valuation of derivative liabilities upon issuance of new warrants during the year | 449,624 |
Increase (Decrease) in fair value of derivative liability | -179,695 |
Balance at December 31, 2014 | 269,929 |
LG Convertible Note [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2013 | 0 |
Initial valuation of derivative liabilities upon issuance of new warrants during the year | 95,000 |
Increase (Decrease) in fair value of derivative liability | 15,867 |
Balance at December 31, 2014 | 110,867 |
JMJ Convertible Note [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2013 | 0 |
Initial valuation of derivative liabilities upon issuance of new warrants during the year | 50,000 |
Increase (Decrease) in fair value of derivative liability | 8,115 |
Balance at December 31, 2014 | 58,115 |
KBM Convertible Note [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2013 | 0 |
Initial valuation of derivative liabilities upon issuance of new warrants during the year | 60,000 |
Increase (Decrease) in fair value of derivative liability | 6,282 |
Balance at December 31, 2014 | 66,282 |
Convertible Debt [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2013 | 0 |
Initial valuation of derivative liabilities upon issuance of new warrants during the year | 205,000 |
Increase (Decrease) in fair value of derivative liability | 30,264 |
Balance at December 31, 2014 | $235,264 |
DERIVATIVE_LIABILITIES_Details1
DERIVATIVE LIABILITIES (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vested In Period | 1,800,000 | ||
Stock Issued During Period Shares Issued For Cash | 600,000 | 600,000 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate | 2.61% | ||
Share based Compensation Arrangement By Share based Payment Award Fair Value Assumptions Expected Term 1 | 8 years | 8 years | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate | 174.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
SharePrice | $2.35 | ||
Derivative [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
SharePrice | $0.14 | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.25% | ||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
Derivative Financial Instruments, Liabilities [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
Range One [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate | 2.04% | ||
Share based Compensation Arrangement By Share based Payment Award Fair Value Assumptions Expected Term 1 | 7 years 5 months 19 days | ||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate | 153.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
SharePrice | $0.14 | ||
Maximum [Member] | Derivative [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value Assumptions, Expected Term | 1 year 11 months 16 days | ||
Fair Value Assumptions, Weighted Average Volatility Rate | 142.00% | ||
Maximum [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
SharePrice | $0.16 | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.25% | ||
Fair Value Assumptions, Expected Term | 2 years | ||
Fair Value Assumptions, Weighted Average Volatility Rate | 137.00% | ||
Minimum [Member] | Derivative [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value Assumptions, Expected Term | 8 months 23 days | ||
Fair Value Assumptions, Weighted Average Volatility Rate | 91.00% | ||
Minimum [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
SharePrice | $0.15 | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.22% | ||
Fair Value Assumptions, Expected Term | 9 months 4 days | ||
Fair Value Assumptions, Weighted Average Volatility Rate | 90.00% |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options And Fair Value Adjustments [Line Items] | ||||
Shares | 600,000 | 600,000 | ||
Gross proceeds | $600,000 | |||
Offering costs | 0 | |||
Net proceeds | 600,000 | |||
Relative fair value allocated to warrants | 449,624 | 449,624 | 0 | |
Amount allocated to common stock paid-in capital | $150,376 |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding at December 31, 2013 | 1,433,650 |
Number of Shares, Granted | 1,722,500 |
Number of shares, Forfeited | -572,406 |
Number of Shares, Outstanding at December 31, 2014 | 2,583,744 |
Number of Shares, Exercisable at December 31, 2014 | 1,334,469 |
Weighted-average Exercise Price, Outstanding at December 31, 2013 | $0.54 |
Weighted-average Exercise Price, Granted | $1 |
Weighted-average Exercise Price, Forfeited | $0.75 |
Weighted-average Exercise Price, Outstanding at December 31, 2014 | $0.81 |
Weighted-average Exercise Price, Exercisable at December 31, 2014 | $0.71 |
Weighted-average Remaining Contractual Term (years), Outstanding at December 31, 2014 | 8 years 8 months 26 days |
Weighted-average Remaining Contractual Term (years), Exercisable at December 31, 2014 | 8 years 5 months 19 days |
Agreegate Intrinsic value, Outstanding at December 31, 2014 | $0 |
Agreegate Intrinsic value, Exercisable at December 31, 2014 | $0 |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Numbers of Shares, Outstanding | 750,000 |
Numbers of Shares, Granted | 2,800,000 |
Numbers of Share, Warrants issued pursuant to anti-dilution adjustments | 210,831 |
Numbers of Shares, Exercised | 0 |
Numbers of Shares, Expired/Forfeited | 0 |
Numbers of Shares Outstanding and exercisable, Ending | 3,760,831 |
Weighted-average Exercise Price, Outstanding | $0.01 |
Weighted-average Exercise Price, Granted | $1 |
Weighted-average Exercise Price Warrants issued pursuant to anti-dilution adjustments | $0.90 |
Weighted-average Exercise Price, Exercised | $0 |
Weighted-average Exercise Price, Expired/Forfeited | $0 |
Weighted-average Exercise Price of Outstanding and exercisable, Ending | $0.75 |
Weighted-average Remaining Contractual Term (years), Exercisable | 8 years 3 months 7 days |
Aggregate Intrinsic Value Outstanding and exercisable at December 31,2014 | $97,500 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
Jul. 23, 2014 | Jun. 18, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | 31-May-14 | Aug. 31, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | Mar. 31, 2013 | Jan. 28, 2014 | Mar. 10, 2014 | Apr. 30, 2014 | Oct. 31, 2014 | Nov. 25, 2014 | Mar. 31, 2014 | Oct. 22, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Issued for Cash | 600,000 | 600,000 | ||||||||||||||||
Proceeds from sale of common stock | $1,575,000 | $825,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,722,500 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.61% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 8 years | 8 years | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 174.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 1,662,863 | |||||||||||||||||
Record stock compensation expense | 1,864,443 | |||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable | 1,800,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1 | $1 | $1 | $0.90 | ||||||||||||||
Market Price Of Common Stock | 80.00% | |||||||||||||||||
Share Price | $2.35 | |||||||||||||||||
Additional Warrants Issued | 210,831 | |||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Sale of Stock, Price Per Share | $3.19 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 85,000 | 425,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $1 | $1 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.61% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | 10 years | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 180.00% | 174.00% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Intrinsic Value | 156,000 | 459,000 | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Fair Value | 241,233 | 862,124 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | ||||||||||||||||
Allocated Share-based Compensation Expense | 3,078,393 | 1,950,410 | ||||||||||||||||
Consultant [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 856,773 | |||||||||||||||||
Consultant [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 160,000 | 25,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $1 | $1 | $1 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.54% | 2.00% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | 10 years | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 174.00% | 186.00% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $3.15 | |||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Intrinsic Value | 205,000 | 53,750 | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Fair Value | 361,124 | 77,565 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 1 year | ||||||||||||||||
Employee [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 177,500 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $1 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 184.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $3.40 | |||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Intrinsic Value | 426,000 | |||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Fair Value | 597,838 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||
Hart Partners LLC [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Sale of Stock, Price Per Share | $2.38 | |||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 25,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 59,500 | |||||||||||||||||
Monarch Bay Securities LLC [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 850,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 2,711,500 | |||||||||||||||||
Jeremy Bryant and Thad Benshoof [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Sale of Stock, Price Per Share | $3.16 | |||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 2,800,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 8,848,000 | |||||||||||||||||
Maximum [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.66% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $2.90 | $2.10 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||||||||||||
Maximum [Member] | Consultant [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $2.50 | |||||||||||||||||
Minimum [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.54% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $2.80 | $2.06 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 0 years | |||||||||||||||||
Minimum [Member] | Consultant [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $2.15 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Sale of Stock, Price Per Share | $1 | $1 | $1 | $1 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Cash | 600,000 | 1,275,000 | 825,000 | |||||||||||||||
Proceeds from sale of common stock | 600,000 | 1,275,000 | 825,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.67% | 2.00% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | 10 years | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 170.00% | 170.00% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $3.16 | $2.65 | ||||||||||||||||
Warrants Issued To Purchase Common Stock | 1,800,000 | 750,000 | 250,000 | |||||||||||||||
Warrants Issued To Purchase Common Stock Exercise Price | $1 | $1 | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Aggregate Intrinsic Value | 1,620,000 | 412,500 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants Fair Value | 2,361,731 | 659,847 | ||||||||||||||||
Kodiak Capital Group LLC [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Proceeds from sale of common stock | 3,000,000 | |||||||||||||||||
Lowest Daily Value Weighted Average Trading Price | $0.42 | |||||||||||||||||
Share Price | $0.34 | |||||||||||||||||
Stock Issued During Period, Shares, Other | 892,050 | |||||||||||||||||
Excess Stock, Shares Issued | 1,407,950 | |||||||||||||||||
Aladdin Trading, LLC [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Equity Purchase Agreement Description | Under the Investment Agreement, Aladdin agreed to provide us with up to $5,000,000 of funding upon effectiveness of a registration statement | |||||||||||||||||
Market Price Of Common Stock | 50.00% | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 9.99% | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | |||||||||||||||||
Chief Financial Officer [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 850,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $1 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 184.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $2.99 | |||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Intrinsic Value | 1,691,500 | |||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Fair Value | $2,515,575 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carry forward | $1,774,275 | $452,231 |
Less: valuation allowance | -1,774,275 | -452,321 |
Net deferred tax assets | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | Dec. 31, 2014 |
Income Tax [Line Items] | |
Operating Loss Carryforwards | $4,359,130 |
COMMITMENTS_Details_Textual
COMMITMENTS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Nov. 30, 2014 | Oct. 28, 2014 | |
Consulting Agreement [Member] | |||
Other Commitments [Line Items] | |||
Service Agreement Term | 2 years | ||
Payments to Suppliers and Employees | $50,000 | ||
Assets, Fair Value Disclosure | 0 | ||
Service Agreements [Member] | |||
Other Commitments [Line Items] | |||
Service Agreement Term | 12 months | ||
OTC Media, LLC [Member] | |||
Other Commitments [Line Items] | |||
Service Fee Percentage | 20.00% | ||
Cost of Services | 100,000 | ||
Professional Fees | 20,000 | ||
Cor Prominence LLC [Member] | |||
Other Commitments [Line Items] | |||
Professional Fees | $10,000 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 217,175 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | $328,044 | $0 |
Warrant [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 269,929 | |
Convertible Debt Securities [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 235,264 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 0 | |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 505,193 | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 269,929 | |
Fair Value, Inputs, Level 3 [Member] | Convertible Debt Securities [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | $235,264 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $0 | $0 |
Additions | 654,624 | |
Change in fair value | -149,431 | 0 |
Ending balance | 505,193 | 0 |
Change in unrealized gain included in earnings | $149,431 | $0 |
SUBSEQUENT_EVENTS_Aladdin_Equi
SUBSEQUENT EVENTS (Aladdin Equity Purchase Agreement) (Details Textual) (Aladdin Trading, LLC [Member], Subsequent Event [Member], USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended |
Feb. 02, 2015 | Feb. 20, 2015 | Mar. 31, 2015 | Mar. 10, 2015 | |
First Put Notice [Member] | ||||
Stock Issued During Period, Value, Other | $75,000 | |||
Stock Issued During Period, Shares, Other | 1,153,847 | |||
Second Put Notice [Member] | ||||
Stock Issued During Period, Value, Other | 100,000 | |||
Stock Repurchased During Period, Shares | 198,877 | |||
Shares Issued During Period Net | 1,339,585 | |||
Related Party Transaction, Due from (to) Related Party | 25,000 | |||
Stock Issued During Period, Shares, Other | 1,538,462 | |||
Number Of Shares Deducted | 58,323 | |||
Shares To Be Returned During Period Net | 140,554 | |||
Third Put Notice [Member] | ||||
Stock Issued During Period, Value, Other | 100,000 | |||
Related Party Transaction, Due from (to) Related Party | 100,000 | |||
Stock Issued During Period, Shares, Other | 2,352,942 | |||
Additional Stock Issued During Period Shares | 58,322 | |||
Aggregate Shares Issued During Period | 2,411,265 |
SUBSEQUENT_EVENTS_Common_stock
SUBSEQUENT EVENTS (Common stock issued for services) (Details Textual) (Aladdin Trading, LLC [Member], Subsequent Event [Member]) | 1 Months Ended | |
Mar. 31, 2015 | Jan. 31, 2015 | |
Aladdin Trading, LLC [Member] | Subsequent Event [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 200,000 | 50,000 |
SUBSEQUENT_EVENTS_Related_Part
SUBSEQUENT EVENTS (Related Parties) (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Feb. 02, 2015 | Jan. 15, 2015 | Feb. 12, 2015 | |
Subsequent Event [Line Items] | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 1,722,500 | |||
Share Price | $2.35 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 8 months 26 days | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 | |||
Share Price | $0.10 | |||
Employee-related Liabilities | $351,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | |||
Loans Payable | 14,000 | |||
Debt Instrument, Interest Rate Percentage | 1.00% | |||
Debt Conversion, Converted Instrument, Expiration or Due Date, Month and Year | 2015-02 | |||
Debt Conversion, Converted Instrument, Amount | 160,981 | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | Restricted Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $0.07 | |||
Debt Conversion, Converted Instrument, Shares Issued | 5,014,286 | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | Employee Stock Option [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 2,000,000 | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | November 10, 2014 [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | 64,050 | |||
Debt Instrument, Periodic Payment, Interest | 279 | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | November 28, 2014 [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | 67,500 | |||
Debt Instrument, Periodic Payment, Interest | 124 | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | December 15, 2014 [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | 15,000 | |||
Debt Instrument, Periodic Payment, Interest | 21 | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | January 15, 2015 [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | 14,000 | |||
Debt Instrument, Periodic Payment, Interest | 7 | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 5,000,000 | |||
Debt Instrument, Convertible, Conversion Price | $0.07 | |||
Debt Conversion, Converted Instrument, Shares Issued | 2,299,729 | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | Before Amendment 2 [Member] | ||||
Subsequent Event [Line Items] | ||||
Officers Compensation | 180,000 | |||
Gannon Giguiere [Member] | Subsequent Event [Member] | After Amendment 2 [Member] | ||||
Subsequent Event [Line Items] | ||||
Officers Compensation | 1 | |||
Michael D. Rountree [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | |||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 2,000,000 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 1,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | |||
Share Price | $0.10 | |||
Employee-related Liabilities | 227,435 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | |||
Loans Payable | 10,000 | |||
Debt Instrument, Interest Rate Percentage | 1.00% | |||
Debt Conversion, Converted Instrument, Expiration or Due Date, Month and Year | 2015-05 | |||
Debt Instrument, Periodic Payment, Principal | 15,000 | |||
Debt Instrument, Periodic Payment, Interest | 63 | |||
Debt Conversion, Converted Instrument, Amount | 40,143 | |||
Michael D. Rountree [Member] | Subsequent Event [Member] | Restricted Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $0.07 | |||
Debt Conversion, Converted Instrument, Shares Issued | 3,249,071 | |||
Michael D. Rountree [Member] | Subsequent Event [Member] | October 9, 2014 [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | 25,000 | |||
Debt Instrument, Periodic Payment, Interest | 80 | |||
Michael D. Rountree [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $0.07 | |||
Debt Conversion, Converted Instrument, Shares Issued | 573,471 | |||
Michael D. Rountree [Member] | Subsequent Event [Member] | Before Amendment 2 [Member] | ||||
Subsequent Event [Line Items] | ||||
Officers Compensation | 180,000 | |||
Michael D. Rountree [Member] | Subsequent Event [Member] | After Amendment 2 [Member] | ||||
Subsequent Event [Line Items] | ||||
Officers Compensation | 1 | |||
Alan Johnson [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | |||
Share Price | $0.10 | |||
Employee-related Liabilities | 339,780 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | |||
Debt Conversion, Converted Instrument, Amount | 160,981 | |||
Alan Johnson [Member] | Subsequent Event [Member] | Restricted Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $0.07 | |||
Debt Conversion, Converted Instrument, Shares Issued | 4,853,571 | |||
Alan Johnson [Member] | Subsequent Event [Member] | Employee Stock Option [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 1,000,000 | |||
Alan Johnson [Member] | Subsequent Event [Member] | July 29, 2014 [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | 150,000 | |||
Debt Instrument, Periodic Payment, Interest | 777 | |||
Alan Johnson [Member] | Subsequent Event [Member] | September 24, 2014 [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | 9,842 | |||
Debt Instrument, Periodic Payment, Interest | 362 | |||
Alan Johnson [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 2,000,000 | |||
Debt Instrument, Convertible, Conversion Price | $0.07 | |||
Debt Conversion, Converted Instrument, Shares Issued | 2,299,729 | |||
Alan Johnson [Member] | Subsequent Event [Member] | Before Amendment 2 [Member] | ||||
Subsequent Event [Line Items] | ||||
Officers Compensation | 180,000 | |||
Alan Johnson [Member] | Subsequent Event [Member] | After Amendment 2 [Member] | ||||
Subsequent Event [Line Items] | ||||
Officers Compensation | $1 |
SUBSEQUENT_EVENTS_Loans_Detail
SUBSEQUENT EVENTS (Loans) (Details Textual) (USD $) | 0 Months Ended | ||||
Jan. 06, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Jun. 18, 2014 | Feb. 02, 2015 | |
Subsequent Event [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.90 | $1 | $1 | ||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 11,000,000 | ||||
Subsequent Event [Member] | Fire Rock Global Opportunities Fund L.P. [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||
Debt Instrument, Redemption Price, Percentage | 135.00% | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | ||||
Loss Contingency, Range of Possible Loss, Minimum | $50,000 | ||||
Debt Instrument, Fair Value Disclosure | 575,000 | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Notes are convertible at any time after issuance at the lower of (i) $0.20 per share or (ii) 60% (50% upon an Event of Default) of the volume weighted average price for our common stock during the three consecutive trading days immediately preceding the trading day on which we receive a notice of conversion. | ||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | Subject to applicable cure periods, upon the occurrence and during the continuation of any Event of Default, the Notes will become immediately due and payable and we will be required to pay to the holder of the Notes, in full satisfaction of our obligation thereunder, an amount equal to (i) in the case of payments to be made in common stock, the conversion rate described above against $575,000 ($525,000 if the registration obligations have been satisfied) together with accrued interest and default interest due on the Notes through the date of payment, or (ii) in the case of payments to be made in cash, $325,000 ($275,000 if the registration obligations have been satisfied) together with accrued interest and default interest due thereon through the date of the payment multiplied by 145% | ||||
Subsequent Event [Member] | Fire Rock Global Opportunities Fund L.P. [Member] | Convertible Notes 1 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Discount Percentage | 10.00% | ||||
Proceeds from Convertible Debt | 125,000 | ||||
Debt Instrument, Face Amount | 137,500 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 250,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.50 | ||||
Debt Principal Amount Funded | 125,000 | ||||
Debt Instrument, Fair Value Disclosure | 312,500 | ||||
Debt Instrument, Unamortized Discount | 12,500 | ||||
Subsequent Event [Member] | Fire Rock Global Opportunities Fund L.P. [Member] | Convertible Notes 1 [Member] | Default 1 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Debt Default, Amount | 125,000 | ||||
Subsequent Event [Member] | Fire Rock Global Opportunities Fund L.P. [Member] | Convertible Notes 1 [Member] | Default 2 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Debt Default, Amount | 50,000 | ||||
Subsequent Event [Member] | Fire Rock Global Opportunities Fund L.P. [Member] | Convertible Notes 2 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||
Debt Discount Percentage | 10.00% | ||||
Proceeds from Convertible Debt | 125,000 | ||||
Debt Instrument, Face Amount | 137,500 | ||||
Debt Principal Amount Funded | 125,000 | ||||
Debt Instrument, Fair Value Disclosure | 262,500 | ||||
Debt Instrument, Unamortized Discount | 12,500 | ||||
Debt Instrument, Term | 6 months | ||||
Subsequent Event [Member] | Fire Rock Global Opportunities Fund L.P. [Member] | Convertible Notes 2 [Member] | Default 1 [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Debt Default, Amount | $125,000 |
SUBSEQUENT_EVENTS_Loans1_Detai
SUBSEQUENT EVENTS (Loans1) (Details Textual) (Subsequent Event [Member], USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||
Jan. 15, 2015 | Feb. 12, 2015 | Jan. 23, 2015 | Mar. 03, 2015 | Jan. 29, 2015 | Mar. 18, 2015 | Apr. 08, 2015 | |
Gannon Giguiere [Member] | |||||||
Debt Instrument, Interest Rate During Period | 1.00% | ||||||
Debt Conversion, Converted Instrument, Expiration or Due Date, Month and Year | 2015-02 | ||||||
Michael D. Rountree [Member] | |||||||
Debt Instrument, Interest Rate During Period | 1.00% | ||||||
Debt Conversion, Converted Instrument, Expiration or Due Date, Month and Year | 2015-05 | ||||||
Tangiers Investment Group, LLC [Member] | |||||||
Debt Instrument, Face Amount | $55,000 | ||||||
Debt Discount Percentage | 10.00% | ||||||
Tangiers Investment Group, LLC [Member] | Convertible Notes 1 [Member] | |||||||
Proceeds from Convertible Debt | 50,000 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Note, including accrued interest due thereon, is convertible by Tangiers, at its option, any time after 180 days from the date of issuance at a conversion price equal to 52% of the lowest trading price for our common stock during the twenty trading days prior to conversion. | ||||||
Tangiers Investment Group, LLC [Member] | Convertible Notes 1 [Member] | Event One [Member] | |||||||
Decrease In Conversion Price Percentage | 10.00% | ||||||
Tangiers Investment Group, LLC [Member] | Convertible Notes 1 [Member] | Event Two [Member] | |||||||
Decrease In Conversion Price Percentage | 5.00% | ||||||
Tangiers Investment Group, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | ||||||
Tangiers Investment Group, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 121.00% | ||||||
Tangiers Investment Group, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 127.00% | ||||||
Tangiers Investment Group, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Four [Member] | |||||||
Debt Instrument, Face Amount | 330,000 | ||||||
Debt Instrument, Redemption Price, Percentage | 133.00% | ||||||
Tangiers Investment Group, LLC [Member] | Convertible Notes 1 [Member] | DebtInstrument Redemption Period Six [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 145.00% | ||||||
Tangiers Investment Group, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Five [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 139.00% | ||||||
Adar Bays, LLC [Member] | |||||||
Debt Instrument, Face Amount | 44,000 | ||||||
Debt Instrument, Maturity Date | 23-Jan-16 | ||||||
Debt Discount Percentage | 10.00% | ||||||
Adar Bays, LLC [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 127.00% | ||||||
Adar Bays, LLC [Member] | DebtInstrument Redemption Period Six [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 145.00% | ||||||
Adar Bays, LLC [Member] | Debt Instrument, Redemption, Period Five [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 139.00% | ||||||
Adar Bays, LLC [Member] | Convertible Notes 1 [Member] | |||||||
Proceeds from Convertible Debt | 40,000 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Note, including accrued interest due thereon, is convertible by Adar, at its option, any time after 180 days from the date of issuance at a conversion price equal to 62% of the lowest closing bid price for our common stock during the twenty trading days prior to conversion. | ||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 62.00% | ||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | 52.00% | ||||||
Adar Bays, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | ||||||
Adar Bays, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 121.00% | ||||||
Adar Bays, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 127.00% | ||||||
Adar Bays, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Four [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 133.00% | ||||||
Adar Bays, LLC [Member] | Convertible Notes 1 [Member] | DebtInstrument Redemption Period Six [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 145.00% | ||||||
Adar Bays, LLC [Member] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Five [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 139.00% | ||||||
Union Capital, LLC [MEMBER] | Convertible Notes 1 [Member] | |||||||
Debt Instrument, Face Amount | 44,000 | ||||||
Proceeds from Convertible Debt | 40,000 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The UnionNote is convertible by Union, at its option, any time after 180 days from the date of issuance at a conversion price equal to 62% of the lowest closing bid price for our common stock for the twenty trading days prior to the date upon which Union provides us with a notice of conversion. | ||||||
Debt Discount Percentage | 10.00% | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Union Capital, LLC [MEMBER] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | ||||||
Union Capital, LLC [MEMBER] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 121.00% | ||||||
Union Capital, LLC [MEMBER] | Convertible Notes 1 [Member] | Debt Instrument, Redemption, Period Four [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 133.00% | ||||||
KBM Worldwide Inc [Member] | |||||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||
Convertible Notes Payable, Current | 48,000 | ||||||
Debt Conversion, Converted Instrument, Expiration or Due Date, Month and Year | 2015-11 | ||||||
River North Equity, LLC [Member] | |||||||
Proceeds from Convertible Debt | 47,250 | ||||||
Debt Instrument, Interest Rate During Period | 9.00% | ||||||
Convertible Notes Payable, Current | 52,500 | ||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 10.00% | ||||||
Debt Conversion, Converted Instrument, Rate | 105.00% | ||||||
River North Equity, LLC [Member] | Maximum [Member] | |||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 60.00% | ||||||
River North Equity, LLC [Member] | Minimum [Member] | |||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 50.00% | ||||||
Vires Group, Inc [Member] | |||||||
Convertible Notes Payable, Current | $38,000 | ||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 12.00% | ||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 50.00% |
SUBSEQUENT_EVENTS_Consulting_A
SUBSEQUENT EVENTS (Consulting Agreement) (Details Textual) (Subsequent Event [Member], USD $) | 0 Months Ended |
Feb. 02, 2015 | |
Meridian Computing, Inc [Member] | Monthly Basis [Member] | |
Subsequent Event [Line Items] | |
Consulting Service Fees | $19,200 |
Meridian Computing, Inc [Member] | Annual Basis [Member] | |
Subsequent Event [Line Items] | |
Consulting Service Fees | 230,400 |
JV Holdings, LLC [Member] | |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 350,000 |
JV Holdings, LLC [Member] | Monthly Basis [Member] | |
Subsequent Event [Line Items] | |
Consulting Service Fees | 6,000 |
JV Holdings, LLC [Member] | Annual Basis [Member] | |
Subsequent Event [Line Items] | |
Consulting Service Fees | 72,000 |
Harrison Group, Inc [Member] | |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,500,000 |
M1 Capital Advisors LLC [Member] | Monthly Basis [Member] | |
Subsequent Event [Line Items] | |
Consulting Service Fees | $110,000 |
Market Pulse Media, Inc [Member] | |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,300,000 |
SUBSEQUENT_EVENTS_2015_Equity_
SUBSEQUENT EVENTS (2015 Equity Incentive Plan) (Details Textual) (Subsequent Event [Member]) | Feb. 02, 2015 |
Subsequent Event [Member] | |
Common Stock, Capital Shares Reserved for Future Issuance | 11,000,000 |
SUBSEQUENT_EVENTS_Stock_Option
SUBSEQUENT EVENTS (Stock Option Awards) (Details Textual) (Subsequent Event [Member], Equity Incentive Plan 2015 [Member], USD $) | 0 Months Ended |
Feb. 02, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | initial vesting date of March 1, 2015 and a final vesting date of February 1, 2018 |
Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 6,950,000 |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 6,950,000 |
29 employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | 0.1 |
Gannon K. Giguiere, President and CEO [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,000,000 |
Alan L. Johnson, Chief Corporate Development Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,000,000 |
Michael D. Rountree, Treasurer and Chief Financial Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,000,000 |
SUBSEQUENT_EVENTS_Warrants_Det
SUBSEQUENT EVENTS (Warrants) (Details Textual) (USD $) | 0 Months Ended | |||
Feb. 02, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Jun. 18, 2014 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.90 | $1 | $1 | |
7 Advisory Board [Member] | ||||
Warrant to Purchase Common Stock | 100,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.10 | |||
Class of Warrant or Right, Outstanding | 700,000 | |||
Advisors or Consultants [Member] | ||||
Warrant to Purchase Common Stock | 100,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.10 | |||
Class of Warrant or Right, Outstanding | 1,100,000 |
SUBSEQUENT_EVENTS_Jason_Harvey
SUBSEQUENT EVENTS (Jason Harvey) (Details Textual) (Subsequent Event [Member], Jason Harvey [Member], USD $) | 0 Months Ended |
Apr. 08, 2015 | |
Subsequent Event [Member] | Jason Harvey [Member] | |
Salaries, Wages and Officers' Compensation | $175,000 |
Debt Conversion, Converted Instrument, Shares Issued | 2,250,000 |