Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Eventure Interactive, Inc. | |
Trading Symbol | EVTI | |
Entity Common Stock, Shares Outstanding | 61,400,877 | |
Entity Central Index Key | 1509351 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $1,512 | $2,957 |
Deposits | 15,196 | 15,196 |
Total current assets | 16,708 | 18,153 |
Fixed assets, net | 59,342 | 52,782 |
Total assets | 76,050 | 70,935 |
Current Liabilities | ||
Accounts payable | 742,304 | 400,323 |
Accrued expenses | 281,527 | 924,372 |
Related party advance | 53,387 | 0 |
Related party notes payable | 175,158 | 555,250 |
Notes payable, net of discount of $2,021 and $2,889, respectively | 147,979 | 147,111 |
Convertible notes payable, net of discount of $404,099 and $168,000 respectively | 150,901 | 6,000 |
Common stock payable | 25,000 | 0 |
Derivative liabilities - current | 675,166 | 177,149 |
Total current liabilities | 2,251,422 | 2,210,205 |
Derivative liabilities - non-current | 176,459 | 328,044 |
Convertible notes payable, net of debt discount of $53,702 and $55,556 respectively | 1,854 | 0 |
Total liabilities | 2,429,735 | 2,538,249 |
Commitments and contingencies | ||
Stockholders’ 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; 61,325,877 and 25,481,323 shares issued and outstanding, respectively | 61,326 | 25,481 |
Subscriptions receivable | -125,000 | 0 |
Additional paid-in-capital | 29,794,904 | 25,242,130 |
Accumulated deficit | -32,084,915 | -27,734,925 |
Total stockholders’ deficit | -2,353,685 | -2,467,314 |
Total liabilities and stockholders’ deficit | $76,050 | $70,935 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS [PARENTHETICAL] (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 61,325,877 | 25,481,323 |
Common Stock, Shares, Outstanding | 61,325,877 | 25,481,323 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument, Unamortized Discount | $2,021 | $2,889 |
Convertible Debt [Member] | Other Current Liabilities [Member] | ||
Debt Instrument, Unamortized Discount | 404,099 | 168,000 |
Convertible Debt [Member] | Other Noncurrent Liabilities [Member] | ||
Debt Instrument, Unamortized Discount | $53,702 | $55,556 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | $0 | $0 |
General and administrative expenses | 4,175,147 | 16,048,120 |
Operating loss | -4,175,147 | -16,048,120 |
Change in fair value of derivative liabilities | -19,797 | 0 |
Interest expense | -155,046 | 0 |
Net loss | ($4,349,990) | ($16,048,120) |
Net loss per common share - basic and diluted (in dollars per share) | ($0.09) | ($0.79) |
Weighted average number of common shares outstanding (in shares) | 47,455,946 | 20,427,429 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | ($4,349,990) | ($16,048,120) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 3,022,215 | 15,636,976 |
Change in fair value of derivative liabilities | 19,797 | 0 |
Depreciation and amortization expense | 7,165 | 3,364 |
Amortization of debt discount on notes | 147,623 | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable | 341,981 | 22,506 |
Accrued expenses | 277,052 | 114,175 |
Net cash used in operating activities | -534,157 | -271,099 |
Cash flows from investing activities | ||
Software development costs | 0 | -163,639 |
Acquisition of fixed assets | -13,725 | -2,900 |
Net cash used in investing activities | -13,725 | -166,539 |
Cash flows from financing activities | ||
Proceeds from related party loans | 24,000 | 0 |
Repayments of related party loans | -43,700 | 0 |
Related party advance | 53,387 | 0 |
Proceeds from convertible notes | 337,750 | 0 |
Proceeds from sale of common stock | 175,000 | 675,000 |
Net cash provided by financing activities | 546,437 | 675,000 |
Net change in cash | -1,445 | 237,362 |
Cash at beginning of the period | 2,957 | 67,762 |
Cash at end of the period | 1,512 | 305,124 |
Supplemental disclosure of cash flow information: | ||
Income taxes | 0 | 0 |
Interest | 0 | 0 |
Noncash investing and financing transactions: | ||
Original issue discount on issuance of convertible debt | 43,251 | 0 |
Debt discount - variable conversion feature derivative liabilities | 326,635 | 0 |
Debt discount - common stock and warrants | 11,115 | 0 |
Issuance of common stock for related party notes payable and interest | 362,105 | 0 |
Issuance of common stock to settle accrued expenses | 918,184 | 0 |
Stock subscriptions receivable | $125,000 | $0 |
ORGANIZATION_AND_BUSINESS_OPER
ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2015 | |
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 $32,084,915 as of March 31, 2015 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 | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Business Description and Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | ||
The accompanying unaudited interim consolidated financial statements of Eventure Interactive, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year ended December 31, 2014, as reported in Form 10-K, have been omitted. | ||
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 and Assumptions | ||
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 March 31, 2015, the Company had 9,131,216 stock options and 8,419,908 warrants and 33,480,839 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. | ||
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. | ||
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. | ||
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. | ||
New Accounting Pronouncements | ||
The Company’s management does not believe that any other recently issued pronouncements will have a material effect on the Company’s financial statements. | ||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 3. RELATED PARTY TRANSACTIONS |
Related party advance | |
During the three months ended March 31, 2015, the Company’s CFO advanced the Company $53,387 to fund the operations of the Company. | |
Related party notes payable | |
At March 31, 2015 and December 31, 2014, the Company owed its Chairman and former CEO $0 and $190,250, respectively, for loans provided to the Company by the Chairman. The loans bear interest at 1% per annum. On January 15, 2015, we received a $14,000 loan from its Chairman bearing interest at 1%. During the three months ended March 31, 2015, the Company paid off $43,700 of the loans and converted $160,550 of the loans and $431 of interest into 2,299,729 shares of common stock of the Company. The Company recorded stock-based compensation of $114,757 for the difference between the fair value of the common stock issued on the grant date and the loans and interest converted. | |
At March 31, 2015 and December 31, 2014, the Company owed its CFO $10,000 and $40,000, respectively, for loans provided to the Company by the CFO. The loans bear interest at 1% per annum. On February 12, 2015, the Company received a $10,000 loan from its CFO bearing interest at 1% per annum, payable May 13, 2015. During the three months ended March 31, 2015, the Company converted $40,000 of the loans and $143 of interest into 573,471 shares of common stock of the Company. The Company recorded stock-based compensation of $28,616 for the difference between the fair value of the common stock issued on the grant date and the loans and interest converted. | |
At March 31, 2015 and December 31, 2014, the Company owed a Director of the Company $115,158 and $275,000, respectively, for loans provided to the Company by the Director. The amounts owed to the Director are past due and in default at March 31, 2015. The loans bear interest at 1% per annum. During the three months ended March 31, 2015, the Company converted $159,842 of the loans and $1,139 of interest into 2,299,729 shares of common stock of the Company. The Company recorded stock-based compensation of $114,757 for the difference between the fair value of the common stock issued on the grant date and the loans and interest converted. | |
At March 31, 2015 and December 31, 2014, the Company owed $50,000 to a relative of an executive of the Company. The amounts owed to the individual are past due and in default at March 31, 2015. The loans bear interest at 1% per annum. | |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 4. 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 which is due in June 2015. As of March 31, 2015 and December 31, 2014, the amount due in the attached consolidated balance sheet was $47,979 and $47,111, respectively, net of discount of $2,021 and $2,889, respectively. | |
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 March 31, 2015, these notes payable are past due and in default. | |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Convertible Notes Payable Disclosure [Text Block] | 5. CONVERTIBLE NOTES PAYABLE | |||||||
LG Convertible Note | ||||||||
On December 15, 2014, the Company issued to LG Capital Funding, LLC (“LG”) an 8% convertible promissory note in the principal amount of $110,000 due December 15, 2015 (the “LG Note”). The LG Note was subject to an original issue discount of $15,000 resulting in net proceeds 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 LG 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. | ||||||||
The Company amortized $26,809 of the discount on the convertible notes payable to interest expense during the three months ended March 31, 2015. | ||||||||
JMJ Convertible Note | ||||||||
On December 15, 2014, we issued a convertible promissory note in the principal amount of $55,556 to JMJ Financial (“JMJ”) due December 15, 2016 (the “JMJ Note”). The JMJ Note was subject to an original issue discount resulting in net proceeds 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 JMJ 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. | ||||||||
The Company amortized $1,854 of the discount on the convertible notes payable to interest expense during the three months ended March 31, 2015. | ||||||||
KBM Convertible Note | ||||||||
On January 29, 2015 and December 19, 2014, the Company issued 8% convertible promissory notes to KBM Worldwide, Inc. (“KBM”) in the principal amounts of $48,000 and $64,000, respectively due November 2, 2015 and September 19, 2015, respectively, (the “KBM Notes”). The Company received cash proceeds of $44,100 and $60,000 for these notes. The KBM Notes are 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 Notes 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 Notes become immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. | ||||||||
The conversion price of the KBM Notes are 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 features were recognized as derivative instruments at the issuance dates and are measured at fair value at each reporting period. The Company determined that the fair value of the derivatives was $76,817 and $63,980 at the issuance dates of the $48,000 and $64,000 notes, respectively. Debt discount was recorded up to the purchase price of the note and is amortized to interest expense over the term of the notes. The fair value of the beneficial conversion feature in excess of the principal amount allocated to the notes was expensed immediately as unrealized loss on derivative obligation. | ||||||||
The Company amortized $31,195 of the discount on the KBM Notes to interest expense during the three months ended March 31, 2015. | ||||||||
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 a convertible promissory note in the principal amount of $137,500 to FireRock (the “FireRock Note”). The FireRock Note was subject to an original issue discount of $15,000 resulting in our receipt of $122,500 in net proceeds. In connection with the SPA, we also issued 250,000 shares of our restricted common stock and a five-year warrant to purchase 500,000 shares of our common stock at an exercise price of $0.50 per share to FireRock. 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 FireRock Note and the exercise of the warrant. We were required to file a registration statement with respect to the shares underlying the note 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. The note has a six-month term and provides for payment of interest on the principal amount at maturity at the rate of 1% per annum. | ||||||||
The note, 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 note is 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 remains outstanding, that the note 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 conversion price of the FireRock 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 aderivative 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 $111,385 at the issuance date of the note. The fair value of the 250,000 shares of common stock issued to FireRock was $25,000. The fair value of the 500,000 warrants issued to FireRock was $38,774. Debt discount was recorded up to the purchase price of the note and is amortized to interest expense over the term of the note. | ||||||||
The Company amortized $62,923 of the discount on the FireRock Note to interest expense during the three months ended March 31, 2015. | ||||||||
Tangiers Investment Group | ||||||||
On January 23, 2015, we issued a one-year 10% convertible promissory note to Tangiers Investment Group, LLC (“Tangiers”) in the principal amount of $55,000 (the “Tangiers Note”). The Tangiers Note was subject to an original issue discount of $5,000 resulting in net proceeds 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 the Depository Trust Company until such “chill” is remedied and will be reduced by 5% if we are not Deposits and Withdrawl at Custodian 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. | ||||||||
The conversion price of the Tangiers 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 $126,436 at the issuance date. Debt discount was recorded up to the $55,000 purchase price of the note (of which $5,000 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 was expensed immediately as unrealized loss on derivative obligation. | ||||||||
The Company amortized $10,096 of the discount on the convertible notes payable to interest expense during the three months ended March 31, 2015. | ||||||||
Adar Bays | ||||||||
On January 23, 2015, we issued to Adar Bays, LLC (“Adar”) an 8% convertible promissory note in the principal amount of $44,000 due January 23, 2016 (the “Adar Note”). The Adar Note was subject to an original issue discount of $6,500 resulting in net proceeds of $37,500. 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. | ||||||||
The conversion price of the Adar 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 $82,630 at the issuance date. Debt discount was recorded up to the $55,000 purchase price of the note (of which $6,500 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 was expensed immediately as unrealized loss on derivative obligation. | ||||||||
The Company amortized $7,779 of the discount on the convertible notes payable to interest expense during the three months ended March 31, 2015. | ||||||||
Union Capital | ||||||||
On March 3, 2015, we issued an 8% convertible promissory note to Union Capital, LLC (“Union”) in the principal amount of $44,000 due March 3, 2016 (“Union Note”). The Note was subject to an original issue discount resulting in net proceeds of $38,000. The 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 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 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 Union 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 $49,061 at the issuance date. Debt discount was recorded up to the $44,000 purchase price of the note (of which $6,000 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 was expensed immediately as unrealized loss on derivative obligation. | ||||||||
The Company amortized $3,366 of the discount on the convertible notes payable to interest expense during the three months ended March 31, 2015. | ||||||||
River North Equity | ||||||||
On March 18, 2015, we issued to River North Equity, LLC (“River North”) a 9% convertible promissory note in the principal amount of $52,500 (the “River North Note”). The River North Note was subject to a 10% original issue discount resulting in our receipt of $47,250 in net 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. | ||||||||
The conversion price of the River North 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 $57,893 at the issuance date. Debt discount was recorded up to the $52,500 purchase price of the note (of which $7,750 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 was expensed immediately as unrealized loss on derivative obligation. | ||||||||
The Company amortized $1,865 of the discount on the convertible notes payable to interest expense during the three months ended March 31, 2015. | ||||||||
Convertible debt consists of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Convertible note dated December 15, 2014, bearing interest at 8% per annum, matures December 15, 2015, and convertible into shares of common stock at a variable conversion price | $ | 110,000 | $ | 110,000 | ||||
Convertible note dated December 18, 2014, bearing interest at 8% per annum, matures November 24, 2015, and convertible into shares of common stock at a variable conversion price | 64,000 | 64,000 | ||||||
Convertible note dated December 16, 2014, bearing interest at 12% per annum, matures December 16, 2016, and convertible into shares of common stock at a variable conversion price | 55,556 | 55,556 | ||||||
Convertible note dated January 29, 2015, bearing interest at 8% per annum, matures November 2, 2015, and convertible into shares of common stock at a variable conversion price | 48,000 | - | ||||||
Convertible note dated January 6, 2015, bearing interest at 1% per annum, matures July 6, 2015, and convertible into shares of common stock at a variable conversion price | 137,500 | |||||||
Convertible note dated January 23, 2015, bearing interest at 10% per annum, matures January 23, 2016, and convertible into shares of common stock at a variable conversion price | 55,000 | |||||||
Convertible note dated January 26, 2015, bearing interest at 8% per annum, matures January 23, 2016, and convertible into shares of common stock at a variable conversion price | 44,000 | |||||||
Convertible note dated March 3, 2015, bearing interest at 8% per annum, matures March 3, 2016, and convertible into shares of common stock at a variable conversion price | 44,000 | |||||||
Convertible note dated March 18, 2015, bearing interest at 9% per annum, matures March 18, 2016, and convertible into shares of common stock at a variable conversion price | 52,500 | - | ||||||
Less: debt discount | -457,781 | -223,556 | ||||||
Convertible notes payable, net | 152,755 | 6,000 | ||||||
Less: current portion | -150,901 | -6,000 | ||||||
Long-term portion | $ | 1,854 | $ | - | ||||
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Derivative Liability [Abstract] | ||||||||||||||
Derivative Liabilities Disclosure [Text Block] | 6. 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 three months ended March 31, 2015 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 | March 31, | |||||||||||
2014 | the year | liability | 2015 | |||||||||||
Derivative warrant instruments | $ | 269,929 | $ | - | $ | -164,583 | $ | 105,346 | ||||||
The fair value of these warrants was valued on March 31, 2015 using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.26%, (2) term of 7 years, (3) expected stock volatility of 176.02%, (4) expected dividend rate of 0%, and (5) common stock price of $0.03. | ||||||||||||||
Derivative conversion feature on convertible debt | ||||||||||||||
Activity for derivative liabilities related to the variable conversion features on convertible debt during the three months ended March 31, 2015 was as follows: | ||||||||||||||
Initial | ||||||||||||||
valuation of | ||||||||||||||
derivative | ||||||||||||||
liabilities upon | ||||||||||||||
issuance of | ||||||||||||||
variable | Change in fair | |||||||||||||
Balance at | feature | value of | Balance at | |||||||||||
December 31, | convertible | derivative | March 31, | |||||||||||
Lender | 2014 | notes | liability | 2015 | ||||||||||
LG | 110,867 | - | 23,848 | 134,715 | ||||||||||
JMJ | 58,115 | - | 12,998 | 71,113 | ||||||||||
KBM (2014) | 66,282 | - | 15,527 | 81,809 | ||||||||||
FireRock | - | 111,385 | 24,534 | 135,919 | ||||||||||
Tangiers | - | 50,000 | 34,084 | 84,084 | ||||||||||
Adar | - | 37,500 | 16,509 | 54,009 | ||||||||||
KBM (2015) | - | 45,000 | 16,954 | 61,954 | ||||||||||
Union | - | 38,000 | 16,659 | 54,659 | ||||||||||
River North | - | 44,750 | 23,267 | 68,017 | ||||||||||
Total | $ | 235,264 | $ | 326,635 | $ | 184,380 | $ | 746,279 | ||||||
The fair value of these derivatives was valued on the date of the issuances of the 2015 convertible notes using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.17% - 0.26%, (2) term of 0.50- 1.0 years, (3) expected stock volatility of 141% - 168%, (4) expected dividend rate of 0%, and (5) common stock price of $0.06 - $0.12. | ||||||||||||||
The fair value of these derivatives was valued on March 31, 2015 using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.25%, (2) term of 0.27 – 1.72 years, (3) expected stock volatility of 130% -228%, (4) expected dividend rate of 0%, and (5) common stock price of $0.03. | ||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 7. STOCKHOLDERS’ EQUITY | |||||||||||||
Sales of Common Stock for Cash | ||||||||||||||
During the three months ended March 31, 2015, the Company issued 500,000 shares of common stock to an individual at a price of $0.05 per share for total cash proceeds of $25,000. The individual was also issued 500,000 warrants (see warrant awards below). The 500,000 shares of common stock have not yet been issued and are recorded as common stock payable as of March 31, 2015. | ||||||||||||||
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 an additional source of funding. 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 although the amount may be limited to the amount of securities that can be registered at any given 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. | ||||||||||||||
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, of which 198,877 shares 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. As of March 31, 2015, Aladdin owed us $25,000 from the second put, of which $20,000 was received in May 2015. 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 total issuance of 2,411,265 shares pursuant to the third put. We have deducted 58,322 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. | ||||||||||||||
During the three months ended March 31, 2015, the Company received $150,000 from Aladdin for the issuance of common stock (as described above). As of March 31, 2015, the Company was owed $125,000 for subscriptions receivable (as described above). | ||||||||||||||
Common Stock issued for Services | ||||||||||||||
Gannon Giguire | ||||||||||||||
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 Director and former CEO. The amendment reduced the CEO’s base annual salary from $180,000 to $1, clarified the provision under which we can issue bonuses to the CEO, 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. The fair value of the 5,000,000 shares of common stock issued was $0.12 per share ($599,500). During the three months ended March 31, 2015, the Company recorded stock-based compensation of $599,500 in connection with the issuance of these shares. | ||||||||||||||
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 which were granted piggyback registration rights. The fair value of the common stock issued was $0.12 per share ($601,213). The Company recorded the difference between the accrued salary and the fair value of the shares issued of $250,213 as stock-based compensation during the three months ended March 31, 2015. | ||||||||||||||
On February 2, 2015, an aggregate of $160,550 of related party notes payable and $431 of interest 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. The fair value of the common stock issued was $0.12 per share ($275,738). The Company recorded the difference between the related notes payable and accrued interest and the fair value of the shares issued of $114,757 as stock-based compensation during the three months ended March 31, 2015. | ||||||||||||||
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. The fair value of the 2,000,000 shares of common stock issued was $0.12 per share ($239,800). During the three months ended March 31, 2015, the Company recorded stock-based compensation of $239,800 in connection with the issuance of these shares. | ||||||||||||||
On February 2, 2015, $339,750 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. The fair value of the common stock issued was $0.12 per share ($581,943). The Company recorded the difference between the accrued salary and the fair value of the shares issued of $242,193 as stock-based compensation during the three months ended March 31, 2015. | ||||||||||||||
On February 2, 2015, an aggregate of $159,842 of related party notes payable and $1,139 of interest 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. The fair value of the common stock issued was $0.12 per share ($275,738). The Company recorded the difference between the related notes payable and accrued interest and the fair value of the shares issued of $114,757 as stock-based compensation during the three months ended March 31, 2015. | ||||||||||||||
Mike Rountree | ||||||||||||||
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. The fair value of the 2,000,000 shares of common stock issued was $0.12 per share ($239,800). During the three months ended March 31, 2015, the Company recorded stock-based compensation of $239,800 in connection with the issuance of these shares. | ||||||||||||||
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. The fair value of the common stock issued was $0.12 per share ($389,564). The Company recorded the difference between the accrued salary and the fair value of the shares issued of $162,129 as stock-based compensation during the three months ended March 31, 2015. | ||||||||||||||
On February 2, 2015, an aggregate of $40,000 of related party notes payable and $143 of interest 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. The fair value of the common stock issued was $0.12 per share ($68,759). The Company recorded the difference between the related notes payable and accrued interest and the fair value of the shares issued of $28,616 as stock-based compensation during the three months ended March 31, 2015. | ||||||||||||||
Other issuances of stock for services | ||||||||||||||
The Company issued 3,400,000 shares of common stock in aggregate for consulting services during the three months ended March 31, 2015 and recorded stock-based compensation of $399,300 based on the grant date fair value of the common shares issued. | ||||||||||||||
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 | ||||||||||||||
On February 2, 2015, 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 our employees. options have a 10-year term. The stock price on the grant date was $0.03 per share. As a result, the intrinsic value for these options on the grant date was $0. The fair value of these options was $816,037 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 1.68%, (2) term of 10 years, (3) expected stock volatility of 176%, and (4) expected dividend rate of 0%. | ||||||||||||||
A summary of stock option activity is presented below: | ||||||||||||||
Weighted- | Weighted- | |||||||||||||
average | ||||||||||||||
average | Remaining | Aggregate | ||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||
Shares | Price | Term (years) | Value | |||||||||||
Outstanding at December 31, 2014 | 2,583,744 | $ | 0.81 | $ | - | |||||||||
Granted | 6,950,000 | $ | 0.1 | |||||||||||
Cancelled/Expired | -402,528 | $ | 0.41 | |||||||||||
Outstanding at March 31, 2015 | 9,131,216 | $ | 0.29 | 9.48 | $ | - | ||||||||
Exercisable at March 31, 2015 | 1,836,197 | $ | 0.6 | 8.64 | $ | - | ||||||||
During the three months ended March 31, 2015 and 2014, the Company recognized stock-based compensation expense of $418,630 and $630,416, respectively, related to stock options. As of March 31, 2015, there was $1,738,785 of total unrecognized compensation cost related to non-vested stock options. | ||||||||||||||
Warrant Awards | ||||||||||||||
In March 2015, the Company issued 500,000 shares of common stock and 500,000 warrants to an investor for cash proceeds of $25,000. The warrants have a 10-year term and have an exercise price of $0.10 per share. The stock price on the grant date was $0.06 per share. As a result, the intrinsic value for these warrants on the grant date was $0. The fair value of these warrants was $29,000 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 1.98%, (2) term of 10 years, (3) expected stock volatility of 147%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. | ||||||||||||||
In February 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. The stock price on the grant date was $0.12 per share. As a result, the aggregate intrinsic value for these warrants on the grant date was $1,400. The fair value of these warrants was $82,650 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 1.68%, (2) term of 10 years, (3) expected stock volatility of 148%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. | ||||||||||||||
In February 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. The stock price on the grant date was $0.12 per share. As a result, the aggregate intrinsic value for these warrants on the grant date was $2,200. The fair value of these warrants was $129,880 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 1.68%, (2) term of 10 years, (3) expected stock volatility of 148%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. | ||||||||||||||
In January 2015, a lender (FireRock) was issued 500,000 warrants in connection with the issuance of a convertible note agreement. The warrants have a 5-year term and have an exercise price of $0.10 per share. The stock price on the grant date was $0.10 per share. As a result, the intrinsic value for these warrants on the grant date was $0. The fair value of these warrants was $38,774 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 1.29%, (2) term of 5 years, (3) expected stock volatility of 107%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. | ||||||||||||||
A summary of warrant activity is presented below: | ||||||||||||||
Weighted- | Weighted- | |||||||||||||
average | ||||||||||||||
average | Remaining | Aggregate | ||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||
Shares | Price | Term (years) | Value | |||||||||||
Outstanding at December 31, 2014 | 3,760,831 | $ | 0.75 | |||||||||||
Granted | 2,800,000 | $ | 0.1 | |||||||||||
Warrants issued pursuant to anti-dilution adjustments | 1,759,077 | $ | 0.48 | |||||||||||
Exercised | $ | - | ||||||||||||
Expired/Forfeited | -250,000 | $ | 1 | |||||||||||
Outstanding and exercisable at March 31, 2015 | 8,069,908 | $ | 0.35 | 6.27 | $ | 17,100 | ||||||||
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 8. 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. | |
On 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. The consulting agreement is in effect until December 31, 2015 and is subject to renewal. | |
Employment Agreements | |
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. | |
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 | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Fair Value, Measurement Inputs, Disclosure [Text Block] | 9. 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 March 31, 2015: | ||||||||||||||
Quoted Prices | ||||||||||||||
In Active | Significant | Total | ||||||||||||
Markets for | Other | Significant | Carrying | |||||||||||
Identical | Observable | Unobservable | Value as of | |||||||||||
Assets | Inputs | Inputs | March 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2015 | ||||||||||
Warrant derivatives | $ | - | $ | - | $ | 105,346 | $ | 105,346 | ||||||
Variable conversion features - convertible debt derivatives | 746,279 | 746,279 | ||||||||||||
Total | $ | - | $ | - | $ | 851,625 | $ | 851,625 | ||||||
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) | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Beginning balance | $ | 505,193 | $ | - | ||||||||||
Additions | 326,635 | |||||||||||||
Change in fair value | 19,797 | - | ||||||||||||
Ending balance | $ | 851,625 | $ | - | ||||||||||
Change in unrealized gain included in earnings | $ | 19,797 | $ | - | ||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. SUBSEQUENT EVENTS |
DEBT | |
VGI Convertible Note Agreement | |
On April 8, 2015, we issued to Vires Group, Inc. (“VGI”), a 12% convertible promissory note in the principal amount of $38,000 due January 2016(the “VGI Note”). 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. | |
On May 11, 2015, the Company issued to VGI a 12% convertible promissory note in the principal amount of $10,000 due February 13, 2016 (the “Second VGI Note”). The Second VGI Note is convertible by VGI, at its option, any time after 180 days from the date of 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. | |
Crown Bridge Partners | |
On April 14, 2015, the Company issued to Crown Bridge Partners, LLC (“CBP”) a 5% convertible promissory note in the principal amount of $60,000 due April 2016 (the “CBP Note”). The CBP Note is convertible by CBP, at its option, any time after 180 days from issuance at a conversion price equal to 52% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which CBP provides us with a conversion notice. The CBP Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. | |
JMJ Financial | |
During May 2015, the Company issued JMJ Financial (“JMJ”) a $25,000 convertible promissory note. The note is identical, in all material respects, to the existing JMJ Note. The note has a two-year term and provide for payment of interest on the principal amount at maturity at the rate of 12% per annum. The 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. | |
Peak One Opportunity Fund | |
During May 2015, the Company issued Peak One Opportunity Fund (Peak One”) a $70,000 convertible promissory note in the principal amount of $70,000 due May 2018. The Peak One note is convertible at Peak One’s option into common stock of the Company at a conversion price equal to 60% of the lowest bid price 20 days immediately preceding the date of conversion. Pursuant to this agreement, the Company also issued 75,000 shares of common stock to Peak One with a fair value of $8,625. The value of the shares issued was recorded as debt discount and will be amortized to interest expense over the term of the note. | |
EQUITY | |
During May 2015, an investor purchased 500,000 shares of common stock for $25,000. | |
During May 2015, the Company received $20,000 from Aladdin which reduced the subscription receivable from Aladdin from $125,000 to $105,000. | |
RELATED PARTY ADVANCES | |
A Director of the Company advanced $65,000 in aggregate to the Company during April and May 2015. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Basis Of Accounting, Policy [Policy Text Block] | Basis of Presentation | |
The accompanying unaudited interim consolidated financial statements of Eventure Interactive, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year ended December 31, 2014, as reported in Form 10-K, have been omitted. | ||
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 and Assumptions | |
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 March 31, 2015, the Company had 9,131,216 stock options and 8,419,908 warrants and 33,480,839 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. | ||
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. | ||
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. | ||
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. | ||
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements | |
The Company’s management does not believe that any other recently issued pronouncements will have a material effect on the Company’s financial statements. | ||
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Convertible Debt [Table Text Block] | Convertible debt consists of the following as of March 31, 2015 and December 31, 2014: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Convertible note dated December 15, 2014, bearing interest at 8% per annum, matures December 15, 2015, and convertible into shares of common stock at a variable conversion price | $ | 110,000 | $ | 110,000 | ||||
Convertible note dated December 18, 2014, bearing interest at 8% per annum, matures November 24, 2015, and convertible into shares of common stock at a variable conversion price | 64,000 | 64,000 | ||||||
Convertible note dated December 16, 2014, bearing interest at 12% per annum, matures December 16, 2016, and convertible into shares of common stock at a variable conversion price | 55,556 | 55,556 | ||||||
Convertible note dated January 29, 2015, bearing interest at 8% per annum, matures November 2, 2015, and convertible into shares of common stock at a variable conversion price | 48,000 | - | ||||||
Convertible note dated January 6, 2015, bearing interest at 1% per annum, matures July 6, 2015, and convertible into shares of common stock at a variable conversion price | 137,500 | |||||||
Convertible note dated January 23, 2015, bearing interest at 10% per annum, matures January 23, 2016, and convertible into shares of common stock at a variable conversion price | 55,000 | |||||||
Convertible note dated January 26, 2015, bearing interest at 8% per annum, matures January 23, 2016, and convertible into shares of common stock at a variable conversion price | 44,000 | |||||||
Convertible note dated March 3, 2015, bearing interest at 8% per annum, matures March 3, 2016, and convertible into shares of common stock at a variable conversion price | 44,000 | |||||||
Convertible note dated March 18, 2015, bearing interest at 9% per annum, matures March 18, 2016, and convertible into shares of common stock at a variable conversion price | 52,500 | - | ||||||
Less: debt discount | -457,781 | -223,556 | ||||||
Convertible notes payable, net | 152,755 | 6,000 | ||||||
Less: current portion | -150,901 | -6,000 | ||||||
Long-term portion | $ | 1,854 | $ | - | ||||
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Derivative Liability [Abstract] | ||||||||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Activity for derivative warrant liabilities during the three months ended March 31, 2015 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 | March 31, | |||||||||||
2014 | the year | liability | 2015 | |||||||||||
Derivative warrant instruments | $ | 269,929 | $ | - | $ | -164,583 | $ | 105,346 | ||||||
Activity for derivative liabilities related to the variable conversion features on convertible debt during the three months ended March 31, 2015 was as follows: | ||||||||||||||
Initial | ||||||||||||||
valuation of | ||||||||||||||
derivative | ||||||||||||||
liabilities upon | ||||||||||||||
issuance of | ||||||||||||||
variable | Change in fair | |||||||||||||
Balance at | feature | value of | Balance at | |||||||||||
December 31, | convertible | derivative | March 31, | |||||||||||
Lender | 2014 | notes | liability | 2015 | ||||||||||
LG | 110,867 | - | 23,848 | 134,715 | ||||||||||
JMJ | 58,115 | - | 12,998 | 71,113 | ||||||||||
KBM (2014) | 66,282 | - | 15,527 | 81,809 | ||||||||||
FireRock | - | 111,385 | 24,534 | 135,919 | ||||||||||
Tangiers | - | 50,000 | 34,084 | 84,084 | ||||||||||
Adar | - | 37,500 | 16,509 | 54,009 | ||||||||||
KBM (2015) | - | 45,000 | 16,954 | 61,954 | ||||||||||
Union | - | 38,000 | 16,659 | 54,659 | ||||||||||
River North | - | 44,750 | 23,267 | 68,017 | ||||||||||
Total | $ | 235,264 | $ | 326,635 | $ | 184,380 | $ | 746,279 | ||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
Schedule Of Stock Option Awards [Table Text Block] | A summary of stock option activity is presented below: | |||||||||||||
Weighted- | Weighted- | |||||||||||||
average | ||||||||||||||
average | Remaining | Aggregate | ||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||
Shares | Price | Term (years) | Value | |||||||||||
Outstanding at December 31, 2014 | 2,583,744 | $ | 0.81 | $ | - | |||||||||
Granted | 6,950,000 | $ | 0.1 | |||||||||||
Cancelled/Expired | -402,528 | $ | 0.41 | |||||||||||
Outstanding at March 31, 2015 | 9,131,216 | $ | 0.29 | 9.48 | $ | - | ||||||||
Exercisable at March 31, 2015 | 1,836,197 | $ | 0.6 | 8.64 | $ | - | ||||||||
Schedule Of Warrant Awards [Table Text Block] | A summary of warrant activity is presented below: | |||||||||||||
Weighted- | Weighted- | |||||||||||||
average | ||||||||||||||
average | Remaining | Aggregate | ||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||
Shares | Price | Term (years) | Value | |||||||||||
Outstanding at December 31, 2014 | 3,760,831 | $ | 0.75 | |||||||||||
Granted | 2,800,000 | $ | 0.1 | |||||||||||
Warrants issued pursuant to anti-dilution adjustments | 1,759,077 | $ | 0.48 | |||||||||||
Exercised | $ | - | ||||||||||||
Expired/Forfeited | -250,000 | $ | 1 | |||||||||||
Outstanding and exercisable at March 31, 2015 | 8,069,908 | $ | 0.35 | 6.27 | $ | 17,100 | ||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 March 31, 2015: | |||||||||||||
Quoted Prices | ||||||||||||||
In Active | Significant | Total | ||||||||||||
Markets for | Other | Significant | Carrying | |||||||||||
Identical | Observable | Unobservable | Value as of | |||||||||||
Assets | Inputs | Inputs | March 31, | |||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2015 | ||||||||||
Warrant derivatives | $ | - | $ | - | $ | 105,346 | $ | 105,346 | ||||||
Variable conversion features - convertible debt derivatives | 746,279 | 746,279 | ||||||||||||
Total | $ | - | $ | - | $ | 851,625 | $ | 851,625 | ||||||
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) | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Beginning balance | $ | 505,193 | $ | - | ||||||||||
Additions | 326,635 | |||||||||||||
Change in fair value | 19,797 | - | ||||||||||||
Ending balance | $ | 851,625 | $ | - | ||||||||||
Change in unrealized gain included in earnings | $ | 19,797 | $ | - | ||||||||||
ORGANIZATION_AND_BUSINESS_OPER1
ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) (USD $) | Mar. 31, 2015 |
Organization and Business Operation [Line Items] | |
Development Stage Enterprise, Deficit Accumulated During Development Stage | $32,084,915 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 3 Months Ended |
Mar. 31, 2015 | |
Convertible Debt [Member] | |
Significant Accounting Policies [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33,480,839 |
Employee Stock Option [Member] | |
Significant Accounting Policies [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,131,216 |
Warrant [Member] | |
Significant Accounting Policies [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,419,908 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 12, 2015 | Jan. 15, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Repayments of Related Party Debt | $43,700 | $0 | |||
Proceeds from Related Party Debt | 24,000 | 0 | |||
Debt Conversion, Converted Instrument, Shares Issued | 28,616 | ||||
Debt Conversion, Converted Instrument, Amount | 43,251 | 0 | |||
Immediate Family Member of Management or Principal Owner [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Rate | 1.00% | ||||
Due from Other Related Parties | 50,000 | 50,000 | |||
Chief Financial Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Officers or Stockholders | 10,000 | 40,000 | |||
Related Party Transaction, Rate | 1.00% | 1.00% | |||
Proceeds from Related Party Debt | 53,387 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 573,471 | ||||
Other Borrowings | 10,000 | ||||
Debt Conversion, Converted Instrument, Amount | 40,000 | ||||
Allocated Share-based Compensation Expense | 28,616 | ||||
Debt Conversion Converted Instrument Interest Amount | 143 | ||||
Director [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Officers or Stockholders | 115,158 | 275,000 | |||
Related Party Transaction, Rate | 1.00% | ||||
Debt Conversion, Converted Instrument, Shares Issued | 2,299,729 | ||||
Debt Conversion, Converted Instrument, Amount | 159,842 | ||||
Allocated Share-based Compensation Expense | 114,757 | ||||
Debt Conversion Converted Instrument Interest Amount | 1,139 | ||||
Board of Directors Chairman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Officers or Stockholders | 0 | 190,250 | |||
Related Party Transaction, Rate | 1.00% | 1.00% | |||
Repayments of Related Party Debt | 43,700 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 2,299,729 | ||||
Other Borrowings | 14,000 | ||||
Debt Conversion, Converted Instrument, Amount | 160,550 | ||||
Allocated Share-based Compensation Expense | 114,757 | ||||
Debt Conversion Converted Instrument Interest Amount | $431 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Jan. 29, 2015 | Dec. 19, 2014 | |
Proceeds from Notes Payable | $45,000 | ||||
Debt Instrument, Face Amount | 48,000 | 64,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Notes Payable, Current | 147,111 | 147,979 | |||
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% | ||||
Debt Instrument, Unamortized Discount | 2,889 | 2,021 | |||
Promissory Note [Member] | |||||
Debt Instrument, Face Amount | 50,000 | ||||
Interest Expense, Debt | $5,000 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 15, 2014 |
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Less: debt discount | ($457,781) | ($223,556) | |
Convertible notes payable, net | 152,755 | 6,000 | |
Less: current portion | -150,901 | -6,000 | |
Long-term portion | 1,854 | 0 | |
LG Convertible Note [Member] | |||
Debt Instrument [Line Items] | |||
Less: debt discount | -15,000 | ||
Debt Instrument, Repurchase Amount | 95,000 | ||
Convertible note dated December 15, 2014 | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 110,000 | 110,000 | |
Convertible note dated December 18, 2014 | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 64,000 | 64,000 | |
Convertible note dated December 16, 2014 | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 55,556 | 55,556 | |
Convertible note dated January 29, 2015 | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 48,000 | 0 | |
Convertible note dated January 6, 2015, | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 137,500 | ||
Convertible note dated January 23, 2015 | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 55,000 | ||
Convertible note dated January 26, 2015 | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 44,000 | ||
Convertible note dated March 3, 2015 | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 44,000 | ||
Convertible note dated March 18, 2015 | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $52,500 | $0 |
CONVERTIBLE_NOTES_PAYABLE_Deta1
CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||
Jan. 29, 2015 | Aug. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 15, 2014 | Dec. 19, 2014 | Jan. 06, 2015 | Jan. 23, 2015 | Mar. 03, 2015 | Mar. 18, 2015 | Dec. 31, 2014 | |
Debt Conversion [Line Items] | |||||||||||
Proceeds from Notes Payable | $45,000 | ||||||||||
Amortization of Debt Discount (Premium) | 147,623 | 0 | |||||||||
Debt Instrument, Face Amount | 48,000 | 64,000 | |||||||||
Debt Instrument, Maturity Date | 2-Nov-15 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Derivative Liability | 851,625 | ||||||||||
Unrealized Gain (Loss) on Derivatives | -19,797 | 0 | |||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 326,635 | 0 | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.12 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 28,616 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 43,251 | 0 | |||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 500,000 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Unamortized Discount | 457,781 | 223,556 | |||||||||
Convertible Notes Payable [Member] | Convertible note dated December 15, 2014 | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 15-Dec-15 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Convertible Notes Payable [Member] | Convertible note dated December 18, 2014 | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 24-Nov-15 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Convertible Notes Payable [Member] | Convertible note dated December 16, 2014 | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 16-Dec-16 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Convertible Notes Payable [Member] | Convertible note dated January 29, 2015 | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 2-Nov-15 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Convertible Notes Payable [Member] | Convertible note dated January 6, 2015, | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 6-Jul-15 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||
Convertible Notes Payable [Member] | Convertible note dated January 23, 2015 | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 23-Jan-16 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||
Convertible Notes Payable [Member] | Convertible note dated January 26, 2015 | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 23-Jan-16 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Convertible Notes Payable [Member] | Convertible note dated March 3, 2015 | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 3-Mar-16 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Convertible Notes Payable [Member] | Convertible note dated March 18, 2015 | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 18-Mar-16 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||
LG Convertible Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Amortization of Debt Discount (Premium) | 26,809 | ||||||||||
Debt Instrument, Face Amount | 110,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | ||||||||||
Debt Instrument, Unamortized Discount | 15,000 | ||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 113,364 | ||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 18,364 | ||||||||||
Debt Instrument, Repurchase Amount | 95,000 | ||||||||||
LG Convertible Note [Member] | Minimum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | ||||||||||
LG Convertible Note [Member] | Maximum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 145.00% | ||||||||||
LG Convertible Note [Member] | 31-60 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 121.00% | ||||||||||
LG Convertible Note [Member] | 61-90 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 127.00% | ||||||||||
LG Convertible Note [Member] | 91-120 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 133.00% | ||||||||||
LG Convertible Note [Member] | 121-150 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 139.00% | ||||||||||
JMJ Convertible Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Amortization of Debt Discount (Premium) | 1,854 | ||||||||||
Debt Instrument, Face Amount | 55,556 | ||||||||||
Proceeds from Convertible Debt | 50,000 | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 60% of the average of the two lowest trading prices during the twenty trading days prior to conversion | ||||||||||
Derivative Liability | 56,263 | ||||||||||
Unrealized Gain (Loss) on Derivatives | 6,263 | ||||||||||
Debt Instrument, Unamortized Discount | 5,555 | ||||||||||
Debt Instrument Default Interest Rate | 12.00% | ||||||||||
Debt Instrument, Repurchase Amount | 50,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.16 | ||||||||||
Debt Instrument, Debt Default, Amount | 250,000 | ||||||||||
KBM Convertible Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Proceeds from Notes Payable | 44,100 | 60,000 | |||||||||
Amortization of Debt Discount (Premium) | 31,195 | ||||||||||
Debt Instrument, Maturity Date | 19-Sep-15 | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | ||||||||||
Debt Instrument, Repurchase Amount | 48,000 | 64,000 | |||||||||
Derivative, Fair Value, Net | 76,817 | 63,980 | |||||||||
KBM Convertible Note [Member] | Minimum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | ||||||||||
KBM Convertible Note [Member] | Maximum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 140.00% | ||||||||||
KBM Convertible Note [Member] | 31-60 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 120.00% | ||||||||||
KBM Convertible Note [Member] | 61-90 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 125.00% | ||||||||||
KBM Convertible Note [Member] | 91-120 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 130.00% | ||||||||||
KBM Convertible Note [Member] | 121-150 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 135.00% | ||||||||||
Fire Rock Securities Convertible Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Amortization of Debt Discount (Premium) | 62,923 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is 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 remains outstanding, that the note 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. | ||||||||||
Debt Instrument, Redemption Price, Percentage | 135.00% | ||||||||||
Debt Instrument, Unamortized Discount | 15,000 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | ||||||||||
Share Price | $0.50 | ||||||||||
Debt Instrument, Term | 5 years | ||||||||||
Debt Instrument, Debt Default, Interest | 15.00% | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | ||||||||||
Loss Contingency, Estimate of Possible Loss | 50,000 | ||||||||||
Derivative, Fair Value, Net | 38,774 | 111,385 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 250,000 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 25,000 | ||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 500,000 | ||||||||||
Fire Rock Securities Convertible Note [Member] | Restricted Stock [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 500,000 | ||||||||||
Debt Instrument, Term | 6 months | ||||||||||
Fire Rock Securities Convertible Note [Member] | Initial Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Face Amount | 137,500 | ||||||||||
Proceeds from Convertible Debt | 122,500 | ||||||||||
Tangiers Convertible Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Amortization of Debt Discount (Premium) | 10,096 | ||||||||||
Debt Instrument, Face Amount | 55,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||
Proceeds from Convertible Debt | 50,000 | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 the Depository Trust Company until such chill is remedied and will be reduced by 5% if we are not Deposits and Withdrawl at Custodian eligible | ||||||||||
Debt Instrument, Unamortized Discount | 5,000 | ||||||||||
Debt Instrument, Term | 1 year | ||||||||||
Derivative, Fair Value, Net | 126,436 | ||||||||||
Tangiers Convertible Note [Member] | Minimum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | ||||||||||
Tangiers Convertible Note [Member] | Maximum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 145.00% | ||||||||||
Tangiers Convertible Note [Member] | 31-60 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 121.00% | ||||||||||
Tangiers Convertible Note [Member] | 61-90 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 127.00% | ||||||||||
Tangiers Convertible Note [Member] | 91-120 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 133.00% | ||||||||||
Tangiers Convertible Note [Member] | 121-150 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 139.00% | ||||||||||
Tangiers Convertible Note [Member] | Second Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Face Amount | 330,000 | ||||||||||
Adar Convertible Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Amortization of Debt Discount (Premium) | 7,779 | ||||||||||
Debt Instrument, Face Amount | 44,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Proceeds from Convertible Debt | 37,500 | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | ||||||||||
Debt Instrument, Unamortized Discount | 6,500 | ||||||||||
Derivative, Fair Value, Net | 82,630 | ||||||||||
Adar Convertible Note [Member] | Minimum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | ||||||||||
Adar Convertible Note [Member] | Maximum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 145.00% | ||||||||||
Adar Convertible Note [Member] | 31-60 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 121.00% | ||||||||||
Adar Convertible Note [Member] | 61-90 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 127.00% | ||||||||||
Adar Convertible Note [Member] | 91-120 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 133.00% | ||||||||||
Adar Convertible Note [Member] | 121-150 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 139.00% | ||||||||||
Union Capital, LLC Convertible Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Amortization of Debt Discount (Premium) | 3,366 | ||||||||||
Debt Instrument, Face Amount | 44,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Proceeds from Convertible Debt | 38,000 | ||||||||||
Debt Instrument, Unamortized Discount | 6,000 | ||||||||||
Derivative, Fair Value, Net | 49,061 | ||||||||||
Union Capital, LLC Convertible Note [Member] | Minimum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | ||||||||||
Union Capital, LLC Convertible Note [Member] | Maximum [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 145.00% | ||||||||||
Union Capital, LLC Convertible Note [Member] | 31-60 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 121.00% | ||||||||||
Union Capital, LLC Convertible Note [Member] | 61-90 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 127.00% | ||||||||||
Union Capital, LLC Convertible Note [Member] | 91-120 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 133.00% | ||||||||||
Union Capital, LLC Convertible Note [Member] | 121-150 Day Period [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 139.00% | ||||||||||
River North Equity, LLC Convertible Note [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Amortization of Debt Discount (Premium) | 1,865 | ||||||||||
Debt Instrument, Face Amount | 52,500 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||
Proceeds from Convertible Debt | 47,250 | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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. | ||||||||||
Debt Instrument, Redemption Price, Percentage | 105.00% | ||||||||||
Debt Instrument, Unamortized Discount | 7,750 | ||||||||||
Discount Percentage On initial Note Issued | 10.00% | ||||||||||
Derivative, Fair Value, Net | 57,893 | ||||||||||
Director [Member] | |||||||||||
Debt Conversion [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,299,729 | ||||||||||
Debt Conversion, Converted Instrument, Amount | $159,842 |
DERIVATIVE_LIABILITIES_Details
DERIVATIVE LIABILITIES (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Warrant [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | $269,929 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 0 |
Change in fair value of derivative liability | -164,583 |
Balance at December 31, 2015 | 105,346 |
LG [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 110,867 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 0 |
Change in fair value of derivative liability | 23,848 |
Balance at December 31, 2015 | 134,715 |
JMJ [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 58,115 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 0 |
Change in fair value of derivative liability | 12,998 |
Balance at December 31, 2015 | 71,113 |
KBM (2014) [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 66,282 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 0 |
Change in fair value of derivative liability | 15,527 |
Balance at December 31, 2015 | 81,809 |
FireRock [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 0 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 111,385 |
Change in fair value of derivative liability | 24,534 |
Balance at December 31, 2015 | 135,919 |
Tangiers [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 0 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 50,000 |
Change in fair value of derivative liability | 34,084 |
Balance at December 31, 2015 | 84,084 |
Adar [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 0 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 37,500 |
Change in fair value of derivative liability | 16,509 |
Balance at December 31, 2015 | 54,009 |
KBM (2015) [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 0 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 45,000 |
Change in fair value of derivative liability | 16,954 |
Balance at December 31, 2015 | 61,954 |
Union [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 0 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 38,000 |
Change in fair value of derivative liability | 16,659 |
Balance at December 31, 2015 | 54,659 |
River North [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 0 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 44,750 |
Change in fair value of derivative liability | 23,267 |
Balance at December 31, 2015 | 68,017 |
Convertible Debt [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31,2014 | 235,264 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 326,635 |
Change in fair value of derivative liability | 184,380 |
Balance at December 31, 2015 | $746,279 |
DERIVATIVE_LIABILITIES_Details1
DERIVATIVE LIABILITIES (Details Textual) (USD $) | 6 Months Ended | 1 Months Ended | 3 Months Ended |
Jun. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | |
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 | ||
Warrant [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 | 1.98% | 0.26% | |
Share based Compensation Arrangement By Share based Payment Award Fair Value Assumptions Expected Term 1 | 10 years | 7 years | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate | 147.00% | 176.02% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
SharePrice | $0.03 | $0.03 | |
Derivative [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
SharePrice | $0.03 | $0.03 | |
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% | ||
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 8 months 19 days | ||
Fair Value Assumptions, Weighted Average Volatility Rate | 228.00% | ||
Maximum [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
SharePrice | $0.12 | $0.12 | |
Fair Value Assumptions, Risk Free Interest Rate | 0.26% | ||
Fair Value Assumptions, Expected Term | 1 year | ||
Fair Value Assumptions, Weighted Average Volatility Rate | 168.00% | ||
Minimum [Member] | Derivative [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value Assumptions, Expected Term | 3 months 7 days | ||
Fair Value Assumptions, Weighted Average Volatility Rate | 130.00% | ||
Minimum [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
SharePrice | $0.06 | $0.06 | |
Fair Value Assumptions, Risk Free Interest Rate | 0.17% | ||
Fair Value Assumptions, Expected Term | 6 months | ||
Fair Value Assumptions, Weighted Average Volatility Rate | 141.00% |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding at December 31, 2014 | 2,583,744 |
Number of Shares, Granted | 6,950,000 |
Number of Shares, Cancelled/Expired | -402,528 |
Number of Shares, Outstanding at March 31, 2015 | 9,131,216 |
Number of Shares, Exercisable at March 31, 2015 | 1,836,197 |
Weighted-average Exercise Price, Outstanding at December 31, 2014 | $0.81 |
Weighted-average Exercise Price, Granted | $0.10 |
Weighted-average Exercise Price, Cancelled/Expired | $0.41 |
Weighted-average Exercise Price, Outstanding at March 31, 2015 | $0.29 |
Weighted-average Exercise Price, Exercisable at March 31, 2015 | $0.60 |
Weighted-average Remaining Contractual Term (years), Outstanding at March 31, 2015 | 9 years 5 months 23 days |
Weighted-average Remaining Contractual Term (years), Exercisable at March 31, 2015 | 8 years 7 months 20 days |
Agreegate Intrinsic value, Outstanding at December 31, 2014 | $0 |
Agreegate Intrinsic value, Outstanding at March 31, 2015 | 0 |
Agreegate Intrinsic value, Exercisable at March 31, 2015 | $0 |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Numbers of Shares, Outstanding | 3,760,831 |
Numbers of Shares, Granted | 2,800,000 |
Numbers of Share, Warrants issued pursuant to anti-dilution adjustments | 1,759,077 |
Numbers of Shares, Exercised | |
Numbers of Shares, Expired/Forfeited | -250,000 |
Numbers of Shares Outstanding and exercisable, Ending | 8,069,908 |
Weighted-average Exercise Price, Outstanding | $0.75 |
Weighted-average Exercise Price, Granted | $0.10 |
Weighted-average Exercise Price, Warrants issued pursuant to anti-dilution adjustments | $0.48 |
Weighted-average Exercise Price, Exercised | $0 |
Weighted-average Exercise Price, Expired/Forfeited | $1 |
Weighted-average Exercise Price of Outstanding and exercisable, Ending | $0.35 |
Weighted-average Remaining Contractual Term (years), Outstanding | 6 years 3 months 7 days |
Aggregate Intrinsic Value Outstanding and exercisable at December 31,2014 | $17,100 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Jan. 29, 2015 | Jan. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | Feb. 02, 2015 | Mar. 31, 2015 | Feb. 20, 2015 | Nov. 25, 2014 | Mar. 10, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Cash | 600,000 | ||||||||||
Proceeds from sale of common stock | $175,000 | $675,000 | |||||||||
Record stock compensation expense | 599,500 | ||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 6,950,000 | ||||||||||
Warrants Expiration Period | 5 years | ||||||||||
Share-based Compensation, Total | 3,022,215 | 15,636,976 | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.12 | $0.12 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 28,616 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 43,251 | 0 | |||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | 125,000 | 125,000 | 0 | ||||||||
Stock or Unit Option Plan Expense | 418,630 | 630,416 | |||||||||
Restricted Stock or Unit Expense | 1,738,785 | ||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 500,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 0 | 0 | 0 | ||||||||
2015 Equity Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
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 | 176.00% | ||||||||||
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 | $0 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Fair Value | 816,037 | ||||||||||
Share Price | $0.03 | ||||||||||
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate | 1.68% | ||||||||||
Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Sale of Stock, Price Per Share | $0.05 | $0.05 | |||||||||
Stock Issued During Period, Shares, Issued for Cash | 500,000 | ||||||||||
Proceeds from sale of common stock | 25,000 | ||||||||||
Warrant [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Proceeds from sale of common stock | 25,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.26% | 1.98% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years | 10 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 176.02% | 147.00% | |||||||||
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 Options Grants Intrinsic Value | 0.1 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants Fair Value | 29,000 | ||||||||||
Warrants Issued To Purchase Common Stock | 500,000 | ||||||||||
Warrants Issued To Purchase Common Stock Exercise Price | $0.06 | ||||||||||
Share Price | $0.03 | $0.03 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 500,000 | ||||||||||
Aladdin Trading, LLC [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Proceeds from sale of common stock | 150,000 | ||||||||||
Market Price Of Common Stock | 50.00% | ||||||||||
Stock Issued During Period, Shares, Other | 1,538,462 | ||||||||||
Equity Method Investment, Ownership Percentage | 9.99% | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | ||||||||||
Aladdin Trading, LLC [Member] | Third Put Option Valuation Period [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock Issued During Period, Shares, Other | 2,411,265 | ||||||||||
Aladdin Trading, LLC [Member] | First Put Notice [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock Issued During Period, Shares, Other | 1,153,847 | ||||||||||
Stock Issued During Period, Value, Other | 75,000 | ||||||||||
Aladdin Trading, LLC [Member] | Second Put Notice [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock Issued During Period, Shares, Other | 1,339,585 | ||||||||||
Stock Issued During Period, Value, Other | 100,000 | ||||||||||
Stock Repurchased During Period, Shares | 198,877 | ||||||||||
Proceeds from Stock Plans | 25,000 | ||||||||||
Stock Redeemed or Called During Period, Shares | 140,554 | ||||||||||
Aladdin Trading, LLC [Member] | Third Put Notice [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock Issued During Period, Shares, Other | 2,352,942 | ||||||||||
Stock Issued During Period, Value, Other | 100,000 | ||||||||||
Proceeds from Stock Plans | 100,000 | ||||||||||
Aladdin Trading, LLC [Member] | Third Put Notice [Member] | Third Put Option Valuation Period [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock Issued During Period, Shares, Other | 58,322 | ||||||||||
Gannon Giguiere [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share Price | $0.12 | $0.12 | $0.12 | ||||||||
Share-based Compensation, Total | 114,757 | ||||||||||
Employee-related Liabilities | 351,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.07 | $0.07 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 250,213 | 250,213 | |||||||||
Debt Instrument, Periodic Payment, Principal | 2,299,729 | 160,550 | |||||||||
Debt Instrument, Periodic Payment, Interest | 431 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 275,738 | ||||||||||
Gannon Giguiere [Member] | Employment Services Agreement [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | ||||||||||
Gannon Giguiere [Member] | Employee Stock Option [Member] | Employment Services Agreement [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 | 2,000,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 month 6 days | ||||||||||
Gannon Giguiere [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $0.07 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,014,286 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 601,213 | ||||||||||
Gannon Giguiere [Member] | Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share Price | $0.12 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,000,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 599,500 | ||||||||||
Alan Johnson [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 years | ||||||||||
Share Price | $0.10 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.12 | $242,193 | $0.12 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,853,571 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | ||||||||||
Accrued Salaries, Current | 339,750 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 581,943 | ||||||||||
Alan Johnson [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share Price | $0.12 | ||||||||||
Share-based Compensation, Total | 239,800 | ||||||||||
Alan Johnson [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, Shares Issued in Period | 2,000,000 | ||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 239,800 | ||||||||||
Alan Johnson [Member] | Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share Price | $0.07 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.12 | $1,139 | $0.12 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,299,729 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,000,000 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 159,842 | 114,757 | |||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 275,738 | ||||||||||
Michael D. Rountree [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 years | ||||||||||
Share Price | $0.10 | ||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 1,000,000 | ||||||||||
Share-based Compensation, Total | 162,129 | ||||||||||
Employee-related Liabilities | 227,435 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.07 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,249,071 | ||||||||||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 2,000,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | ||||||||||
Debt Instrument, Periodic Payment, Principal | 40,000 | ||||||||||
Debt Instrument, Periodic Payment, Interest | 143 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 389,564 | ||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 239,800 | ||||||||||
Michael D. Rountree [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share Price | $0.12 | ||||||||||
Share-based Compensation, Total | 239,800 | ||||||||||
Michael D. Rountree [Member] | Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share Price | $0.07 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 573,471 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 68,759 | ||||||||||
Fire Rock Global Opportunities Fund L.P. [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Aggregate Intrinsic Value | 0 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants Fair Value | 38,774 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.10 | ||||||||||
Director [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,299,729 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 159,842 | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 573,471 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 40,000 | ||||||||||
Advisory Board [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrants Issued To Purchase Common Stock | 700,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.10 | ||||||||||
Warrants Expiration Period | 10 years | ||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||||||||
Advisory Board [Member] | 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 | 1.68% | ||||||||||
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 | 148.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||
Warrants Issued To Purchase Common Stock Exercise Price | 0.12 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Aggregate Intrinsic Value | 1,400 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants Fair Value | 82,650 | ||||||||||
Advisors and Consultants [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrants Issued To Purchase Common Stock | 1,100,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.10 | ||||||||||
Warrants Expiration Period | 10 years | ||||||||||
Advisors and Consultants [Member] | 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 | 1.68% | ||||||||||
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 | 148.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||
Warrants Issued To Purchase Common Stock Exercise Price | 0.12 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Aggregate Intrinsic Value | 2,200 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants Fair Value | 129,880 | ||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 |
COMMITMENTS_Details_Textual
COMMITMENTS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | |
Aug. 31, 2014 | Mar. 31, 2015 | Apr. 08, 2015 | 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 | |||
Employment Services Agreement [Member] | Chief Executive Officer [Member] | Subsequent Event [Member] | ||||
Other Commitments [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,250,000 | |||
Officers' Compensation | $175,000 | |||
OTC Media, LLC [Member] | ||||
Other Commitments [Line Items] | ||||
Service Fee Percentage | 20.00% |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Mar. 31, 2015 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities - warrant instruments | $851,625 |
Warrant [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities - warrant instruments | 105,346 |
Convertible Debt Securities [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities - warrant instruments | 746,279 |
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 1 [Member] | Convertible Debt Securities [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities - warrant instruments | |
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 2 [Member] | Convertible Debt Securities [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities - warrant instruments | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities - warrant instruments | 851,625 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities - warrant instruments | 105,346 |
Fair Value, Inputs, Level 3 [Member] | Convertible Debt Securities [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Derivative liabilities - warrant instruments | $746,279 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $505,193 | $0 |
Additions | 326,635 | |
Change in fair value | 19,797 | 0 |
Ending balance | 851,625 | 0 |
Change in unrealized gain included in earnings | $19,797 | $0 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
Jan. 29, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | 15-May-15 | Apr. 14, 2015 | 11-May-15 | Apr. 08, 2015 | Dec. 31, 2014 | Dec. 19, 2014 | |
Debt Conversion, Converted Instrument, Shares Issued | 28,616 | ||||||||
Debt Instrument, Face Amount | $48,000 | $64,000 | |||||||
Debt Instrument, Maturity Date | 2-Nov-15 | ||||||||
Debt Instrument, Convertible, Conversion Price | $0.12 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Proceeds From Issuance Of Common Stock | 175,000 | 675,000 | |||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | 125,000 | 0 | |||||||
Proceeds from Related Party Debt | 24,000 | 0 | |||||||
Debt Conversion, Converted Instrument, Amount | 43,251 | 0 | |||||||
Peak One Opportunity Fund Convertible Note Payable [Member] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 75,000 | ||||||||
Debt Instrument, Face Amount | 70,000 | ||||||||
Debt Conversion, Converted Instrument, Rate | 60.00% | ||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 500,000 | ||||||||
Proceeds From Issuance Of Common Stock | 25,000 | ||||||||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | |||||||||
Debt Instrument, Face Amount | 60,000 | ||||||||
Debt Instrument, Maturity Date | 14-Apr-15 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||
Debt Instrument, Maturity Date, Description | The CBP Note is convertible by CBP, at its option, any time after 180 days from issuance at a conversion price equal to 52% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which CBP provides us with a conversion notice. | ||||||||
Subsequent Event [Member] | JMJ Convertible Note Payable [Member] | |||||||||
Debt Instrument, Face Amount | 25,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $0.16 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Debt Conversion, Converted Instrument, Rate | 60.00% | ||||||||
Debt Conversion, Description | any time after 180 days from the date of issuance | ||||||||
Subsequent Event [Member] | Peak One Opportunity Fund Convertible Note Payable [Member] | |||||||||
Debt Conversion, Converted Instrument, Amount | 8,625 | ||||||||
Debt Conversion, Description | 20 days immediately preceding the date of conversion | ||||||||
Subsequent Event [Member] | VGI Convertible Note Payable [Member] | |||||||||
Debt Instrument, Face Amount | 10,000 | 38,000 | |||||||
Debt Instrument, Maturity Date | 13-Feb-16 | 8-Apr-15 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 12.00% | ||||||||
Debt Conversion, Converted Instrument, Rate | 50.00% | ||||||||
Debt Instrument, Maturity Date, Description | 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. | ||||||||
Aladdin Trading, LLC [Member] | Subsequent Event [Member] | |||||||||
Common Stock Shares Amount Of Subscription Received | 20,000 | ||||||||
Common Stock Shares Subscribed But Unissued Remaining Amount Of Subscription Receivable | 105,000 | ||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | 125,000 | ||||||||
Director [Member] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,299,729 | ||||||||
Debt Conversion, Converted Instrument, Amount | 159,842 | ||||||||
Director [Member] | Subsequent Event [Member] | |||||||||
Proceeds from Related Party Debt | $65,000 |