Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 24, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Discount Coupons Corp | ' |
Entity Central Index Key | '0001519450 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 31,182,330 |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $12,893 | $5,172 |
Accounts receivable | 11,726 | ' |
Deposits and prepaids | 41,505 | 16,349 |
Total current assets | 66,124 | 21,521 |
Property and intangible assets, net of accumulated depreciation | 73,936 | 31,821 |
Goodwill | 421,187 | 374,241 |
Total assets | 561,247 | 427,583 |
Current liabilities | ' | ' |
Accounts payable | 237,222 | 249,773 |
Accrued expenses | 211,530 | 216,459 |
Unearned revenue | 3,367 | ' |
Convertible bridge loans | 116,000 | 119,000 |
Convertible notes payable | 257,000 | 190,000 |
Total current liabilities | 825,119 | 775,232 |
Stockholders' equity (deficit) | ' | ' |
Preferred stock, $0.00001 par value, 2,000,000 shares authorized; no shares issued and outstanding | ' | ' |
Common stock, $0.00001 par value; 50,000,000 shares authorized, 30,998,997 and 21,586,804 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 310 | 217 |
Additional paid-in capital | 10,759,459 | 7,588,510 |
Deficit accumulated during the development stage | -11,023,641 | -7,936,376 |
Total stockholders' equity (deficit) | -263,872 | -347,649 |
Total liabilities and stockholders' equity (deficit) | $561,247 | $427,583 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Balance Sheets [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 30,998,997 | 21,586,804 |
Common stock, shares outstanding | 30,998,997 | 21,586,804 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 49 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Revenues: | ' | ' | ' | ' | ' |
Coupon revenues | $10,747 | $9,025 | $20,699 | $32,214 | $278,863 |
Service revenues | 28,935 | ' | 114,679 | ' | 145,521 |
Sales refunds | ' | ' | ' | -20,000 | -20,000 |
Total revenue | 39,682 | 9,025 | 135,378 | 12,214 | 404,384 |
Cost of sales | ' | ' | -200 | ' | -28,119 |
Gross profit | 39,682 | 9,025 | 135,178 | 12,214 | 376,265 |
Operating expenses: | ' | ' | ' | ' | ' |
Research and development | ' | ' | ' | ' | 86,356 |
Professional fees | 443,759 | 2,110,567 | 1,883,537 | 2,905,750 | 6,188,389 |
Selling | 32,674 | 18,072 | 105,696 | 250,898 | 1,427,288 |
General and administrative | 94,051 | 59,100 | 382,668 | 395,260 | 1,751,730 |
Total expenses | 570,484 | 2,187,739 | 2,371,901 | 3,551,908 | 9,453,763 |
Net operating (loss) | -530,802 | -2,178,714 | -2,236,723 | -3,539,694 | -9,077,498 |
Other income (expense): | ' | ' | ' | ' | ' |
Interest expense | -576,038 | -108,236 | -807,809 | -257,895 | -1,316,870 |
Loss on extinguishment of debt | ' | -662,958 | ' | -662,958 | -662,958 |
Inducement expense | ' | ' | -49,370 | ' | -49,370 |
Forgiveness of accrued interest | 120 | 76,419 | 6,637 | 76,419 | 83,055 |
Total other income (expense) | -575,918 | -694,775 | -850,542 | -844,434 | -1,946,143 |
Net (loss) | ($1,106,720) | ($2,873,489) | ($3,087,265) | ($4,384,128) | ($11,023,641) |
Net loss per share, basic and fully diluted | ($0.04) | ($0.16) | ($0.12) | ($0.33) | ' |
Weighted average number of common shares outstanding, basic and fully diluted | 28,456,192 | 17,700,408 | 26,735,729 | 13,363,563 | ' |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 49 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Cash flows from operations | ' | ' | ' |
Net (loss) | ($3,087,265) | ($4,384,128) | ($11,023,641) |
Adjustment to reconcile net loss to net cash used for operating activities: | ' | ' | ' |
Depreciation and amortization | 17,185 | 9,910 | 56,516 |
Stock-based compensation | ' | 901,119 | 2,344,737 |
Stock, options and warrants issued for services | 1,910,500 | 2,155,304 | 4,462,781 |
Stock issued in lieu of refund | ' | 20,000 | 20,000 |
Interest expense | 807,809 | 257,895 | 1,316,870 |
Loss on extinguishment of debt | ' | 662,958 | 662,958 |
Inducement expense | 49,370 | ' | 49,370 |
Forgiveness of accrued interest | -6,637 | -76,419 | -83,055 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | -11,726 | ' | -11,726 |
Deposits and prepaid expenses | -25,156 | -6,600 | -41,505 |
Deferred revenue | 3,367 | ' | 3,367 |
Accounts payable and accrued expenses | -17,480 | 90,514 | 373,696 |
Net cash used for operating activities | -360,033 | -413,837 | -1,946,355 |
Cash flows from investing activities | ' | ' | ' |
Net cash received in asset acquisition | 2,754 | 45,233 | 47,987 |
Purchases of computer equipment and software | ' | ' | -37,150 |
Net cash provided by investing activities | 2,754 | 45,233 | 10,837 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from sale of treasury and common stock | 7,500 | 196,000 | 839,111 |
Proceeds from borrowings on notes payable | 363,500 | 175,750 | 1,126,500 |
Proceeds from exercise of stock options | ' | ' | 800 |
Principal payments on notes payable | -6,000 | -10,000 | -18,000 |
Net cash provided by financing activities | 365,000 | 361,750 | 1,948,411 |
Net increase (decrease) in cash | 7,721 | -6,854 | 12,893 |
Cash, beginning of period | 5,172 | 84,187 | ' |
Cash, end of period | 12,893 | 77,333 | 12,893 |
Cash paid during the period for: | ' | ' | ' |
Interest | ' | ' | ' |
Income taxes | ' | ' | ' |
Non-cash investing and financing transactions: | ' | ' | ' |
Common stock issued for asset acquisitions | 9,000 | ' | 390,241 |
Notes payable converted into common stock | $348,500 | ' | $858,002 |
Nature_of_Operations
Nature of Operations | 9 Months Ended | |
Sep. 30, 2014 | ||
Nature of Operations [Abstract] | ' | |
Nature of operations | ' | |
1. | Nature of operations | |
Discount Coupons Corporation (the “Company”, “we”, “us” or “our”) provides web-based advertising and promotion services to the business and consumer community through various websites. Revenue is generated from the sale of discount coupons from its merchant clients to customers registering on the website to receive offers via e-mail. The Company operates globally via the Internet. The Company also manages other daily deal websites for a percentage of revenue. | ||
The Company is a Florida corporation and was organized in August, 2010. Through September 30, 2014, the Company has been primarily engaged in developing its website and a base of merchant voucher offerings for consumer consumption, recruiting personnel, raising capital, and identifying similar companies for acquisition. | ||
The Company is a new enterprise in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities. This stage is characterized by significant expenditures for the design and development of the Company’s offerings. Once the Company’s planned principal operations commence, its focus will be on marketing vouchers to the general public through direct marketing and third-party partnerships and affiliations. |
Going_Concern
Going Concern | 9 Months Ended | |
Sep. 30, 2014 | ||
Going Concern [Abstract] | ' | |
Going concern | ' | |
2. | Going concern | |
The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has primarily devoted its efforts to the development and implementation of its web-based business. Operations have been funded through the private placement of equity securities and debt financing. These successful funding efforts have allowed the Company to reach its current state of development despite incurring losses typical with an emerging technology company. At September 30, 2014, the Company had $12,893 in cash and $758,995 in negative working capital. Additionally, for the nine months ended September 30, 2014, the Company incurred a net loss of $3,087,265 and has an accumulated deficit of $11,023,641 at September 30, 2014. | ||
Management anticipates incurring additional losses prior to reaching a positive operating cash flow and intends to finance its operations through additional notes payable and equity funding. Significant additional funding is needed. The Company is in the process of raising capital but there are no assurances such funding will be available. | ||
If adequate funding cannot be obtained, the Company may be unable to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Basis of Presentation [Abstract] | ' | ||||||||
Basis of presentation | ' | ||||||||
3. | Basis of presentation | ||||||||
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Rule 8.03 of Regulation S-X. The accompanying condensed financial statements do not include all of the information and notes required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine-months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant accounting estimates include accounting for stock based compensation and the valuation and impairment of intangible assets and goodwill. | |||||||||
Restatement | |||||||||
The Company has restated its financial statements for the three and nine months ended September 30, 2013 (see Note 12). | |||||||||
Loss Per Common Share | |||||||||
The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic earnings per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. The Company’s common stock equivalents are as follows: | |||||||||
For The Nine Months Ended | |||||||||
September 30, | |||||||||
2014 | 2013 | ||||||||
Common shares indexed to stock options | 13,191,641 | 6,083,746 | |||||||
Common shares indexed to warrants | 6,031,801 | 2,441,840 | |||||||
Common shares indexed to convertible instruments | 741,000 | 766,000 | |||||||
19,964,442 | 9,291,586 | ||||||||
Recently issued Accounting Pronouncements | |||||||||
The Company does not believe that any recently issued or proposed accounting pronouncements not yet adopted will have a material impact on the financial statements. |
Equipment_and_Software
Equipment and Software | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Equipment and software [Abstract] | ' | ||||||||
Equipment and software | ' | ||||||||
4. | Equipment and software | ||||||||
Computer equipment and intangible assets, net, consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office equipment | $ | 896 | $ | 896 | |||||
Purchased mailing lists and trademarks | 93,300 | 34,000 | |||||||
Software | 36,254 | 36,254 | |||||||
130,450 | 71,150 | ||||||||
Less: accumulated depreciation and amortization | (56,514 | ) | (39,329 | ) | |||||
$ | 73,936 | $ | 31,821 | ||||||
Depreciation and amortization expense was $17,185 and $9,910 for the nine months ended September 30, 2014 and 2013, respectively. |
Business_Combinations
Business Combinations | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
5. | Business Combinations | ||||||||
Go Charleston Deals, LLC | |||||||||
On March 31, 2014, the Company completed its acquisition of the operations of Go Charleston Deals, LLC (“GCD”), which operates a Daily Deal site focusing on merchants and clients in the Charleston, South Carolina market. The Company issued a $50,000 convertible note in exchange for GCD’s assets, which include mailing lists and other intangibles. In addition to the note, the company is contingently required to issue the following common stock consideration: | |||||||||
· 25,000 shares if GCD’s gross billings exceed $100,000 in the first 12 months after closing; plus | |||||||||
· 25,000 shares if GCD’s gross billings exceed $150,000 for the same 12 month period; plus | |||||||||
· 25,000 shares if GCD’s gross billings exceed $200,000 for the same 12 month period; plus | |||||||||
· 25,000 shares if GCD’s gross billings exceed $250,000 for the same 12 month period | |||||||||
The Company does not believe that it will be required to issue the additional shares. The gross billings for GCD for the six months since the date of acquisition amounted to $26,299. | |||||||||
All Deals Local, LLC | |||||||||
On March 31, 2014, the Company completed its acquisition of the operations of All Deals Local, LLC (“ADL”), a Daily Deal site focusing on merchants and clients in the Three Village/Port Jefferson area of Long Island, New York. The Company issued a $50,000 convertible note and 50,000 shares of common stock in exchange for ADL’s assets, which include cash, mailing lists and other intangibles. In addition to the note, the company is contingently required to issue the following common stock consideration: | |||||||||
· 25,000 shares if GCD’s gross billings exceed $75,000 in the first 12 months after closing; plus | |||||||||
· 25,000 shares if GCD’s gross billings exceed $100,000 for the same 12 month period; | |||||||||
The Company does not believe that it will be required to issue the additional shares. The gross billings for ADL for the six months since the date of acquisition amounted to $20,000. | |||||||||
The results of operations for GCD and ADL are included in the Statements of Operations from the date of acquisition. In connection with these transactions, the consideration paid, the assets acquired, and the liabilities assumed were recorded at fair value on the date of acquisition, as summarized in the following table. | |||||||||
GCD | ADL | ||||||||
Fair value of total consideration paid: | |||||||||
Common stock issued upon closing (1) | $ | - | $ | 9,000 | |||||
Convertible note | 50,000 | 50,000 | |||||||
50,000 | 59,000 | ||||||||
Fair value of identifiable assets acquired: | |||||||||
Intangible assets (mailing lists) | 32,600 | 26,700 | |||||||
Cash | - | 2,754 | |||||||
Total assets acquired | 32,600 | 29,454 | |||||||
Fair value of net identifiable assets (liabilities) acquired | 32,600 | 29,454 | |||||||
Goodwill resulting from transaction | $ | 17,400 | $ | 29,546 | |||||
(1) The common stock issued to ADL was valued at $0.18 per share, which was the quoted market price on the date of acquisition. | |||||||||
Goodwill of $17,400 and $29,546 for GCD and ADL, respectively, was recorded after adjusting for the fair value of net identifiable assets acquired. The goodwill from the acquisition represents the inherent long-term value anticipated from the synergies and business opportunities expected to be achieved as a result of the transaction. The intangible assets are being amortized over their estimated life, currently expected to be three years. | |||||||||
Our unaudited pro forma results of operations for the nine months ended September 30, 2014 as if the above acquisitions had occurred on January 1, 2014 are as follows. The pro forma information is not indicative of results that would have occurred or which may occur in the future: | |||||||||
REVENUE | $ | 146,812 | |||||||
NET LOSS | $ | (3,075,832 | ) | ||||||
NET LOSS PER SHARE | $ | (0.12 | ) |
Convertible_Bridge_Loans
Convertible Bridge Loans | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Convertible Bridge Loans [Abstract] | ' | ||||||||||||
Convertible bridge loans | ' | ||||||||||||
6. | Convertible bridge loans | ||||||||||||
During the years ended December 31, 2013 and 2012, the Company issued $176,750 and $206,250, respectively, face value convertible bridge loans to investors (“Bridge Loans”). Of the aggregate $383,000 in Bridge Loans, $11,250 were loans from related parties. The Bridge Loans accrue interest at the rate of 10% per annum and had a maturity date of August 31, 2013. The debt holders have the option to convert the Bridge Loans into common stock at a fixed conversion price of $0.50 per share. In connection with the Bridge Loans, the Company issued 771,600 common stock purchase warrants to acquire shares of its $0.00001 par value common stock at an exercise price of $0.50 per share. | |||||||||||||
The Company evaluated the terms and conditions of the Bridge Loans and warrants under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a fixed number of shares being issuable under the arrangement. The instruments are convertible into a fixed number of shares and there are no down round anti-dilution protection features contained in the contracts. Additionally, the warrants did not contain any provisions or features that would preclude equity classification and may be settled with unregistered shares. The Company also evaluated if a beneficial conversion feature existed and determined that it was immaterial. | |||||||||||||
The following tables reflect the allocation of the proceeds of the Bridge Loans: | |||||||||||||
Convertible Bridge Loans | Face Value | Face Value | Totals | ||||||||||
Proceeds | $ | 206,250 | $ | 176,750 | $ | 383,000 | |||||||
Paid-in capital (warrants) | (90,893 | ) | (77,149 | ) | (168,042 | ) | |||||||
Initial Carrying value | $ | 115,357 | $ | 99,601 | $ | 214,958 | |||||||
Conversion of Bridge Loans | |||||||||||||
On August 31, 2013 (the maturity date), Bridge Loan holders with an aggregate principal balance of $262,000 converted their notes into 602,596 shares of common stock. | |||||||||||||
Extension of Bridge Loans | |||||||||||||
The remaining principal balance of $121,000 was still outstanding as of the maturity date. The holders of these Bridge Loans agreed to extend the maturity date of their Bridge Loans to June 30, 2014 and reduce the conversion price of the Bridge Loans. These amendments gave rise to an extinguishment because the difference in cash flows was greater than 10%. As a result, the Company recorded a loss on extinguishment of debt in the amount of $111,209 in 2013. In addition, during December 2013, $2,000 of the principal was repaid. | |||||||||||||
During the nine months ended September 30, 2014, $3,000 of the principal was repaid. As of September 30, 2014 and December 31, 2013 the outstanding principal balance of the remaining convertible Bridge Loans amounted to $116,000 and $119,000, respectively. As of September 30, 2014 the outstanding Bridge Loans are in default. Interest expense on the Bridge Loans for the nine months ended September 30, 2014 amounted to $8,750. Accrued interest related to these loans amounted to $20,162 and $11,412 as of September 30, 2014 and December 31, 2013, respectively. As of September 30, 2014 and December 31, 2013, $10,000 of the outstanding loans was from a related party. |
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Convertible Notes Payable [Abstract] | ' | ||||||||||||||||||||||||
Convertible notes payable | ' | ||||||||||||||||||||||||
7. | Convertible notes payable | ||||||||||||||||||||||||
The following table illustrates the carrying values for the convertible notes payable as of September 30, 2014 and December 31, 2013: | |||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||
Convertible Notes Payable | 2014 | 2013 | |||||||||||||||||||||||
Investor Loans issued in 2010 and 2011 | $ | 142,000 | $ | 190,000 | |||||||||||||||||||||
Loans issued with business combinations | 100,000 | - | |||||||||||||||||||||||
Investor Loans issued in 2014 | 15,000 | - | |||||||||||||||||||||||
Carrying value | $ | 257,000 | $ | 190,000 | |||||||||||||||||||||
Accrued interest related to convertible notes payable amounted to $34,266 and $26,943 as of September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||||||
Investor loans issued in 2010 and 2011 | |||||||||||||||||||||||||
Between September 27, 2010 and July 21, 2011, the Company issued notes payable to third party investors with an aggregate face value of $447,500 (“Investor Loans”). In connection with the financing, the Company issued 1,062,375 shares of common stock. Of the aggregate $447,500 in Investor Loans, $88,333 were loans from related parties. The notes have a common maturity date of August 31, 2013, payable at face value plus accrued interest at maturity. The notes accrue interest at the rate of 7% per annum. | |||||||||||||||||||||||||
The common stock issued in connection with financing was valued based on a relative fair value basis generating a debt discount in the amount of $224,063. Interest expense on the Investor Loans for the nine months ended September 30, 2014 and 2013 amounted to $7,832 and $80,192, respectively, including amortization of the discount of $0 and $59,337, respectively. As of August 31, 2013 the debt discount was fully amortized. During 2013, $10,000 of the principal was repaid. | |||||||||||||||||||||||||
Modification and conversion of investor loans in 2013 | |||||||||||||||||||||||||
On August 31, 2013 (the maturity date), holders of investor loans with an aggregate principal balance of $247,500 agreed to add a conversion option to the contracts which provided that the principal balance of $247,500 would be convertible into 569,252 shares of common stock. This amounted to a conversion price of approximately $0.43 per share. Additionally, the holders agreed to forgive accrued interest amounting to $60,252. Under ASC 470-50-40-10, when a modification or an exchange of debt instruments adds a substantive conversion option, extinguishment accounting is required. As a result, the Company recorded a loss on extinguishment of debt amounting to $116,176 (the difference between the reacquisition price of $423,928 and the net carrying amount of $307,752 ). The $247,500 in principal was converted into 569,252 shares of common stock on August 31, 2013. | |||||||||||||||||||||||||
Extension of investor loans in 2013 | |||||||||||||||||||||||||
The remaining principal balance of $200,000 was still outstanding as of the maturity date. The holders of these Investor Loans agreed to extend the maturity date of their notes to June 30, 2014 and added a conversion option to the notes. These amendments gave rise to an extinguishment because of the addition of a conversion option. As a result, the Company recorded a loss on extinguishment of debt in the amount of $435,574 in 2013. | |||||||||||||||||||||||||
Modification and conversion of investor loans in 2014 | |||||||||||||||||||||||||
On January 1, 2014, an Investor Loan holder with a principal balance of $5,000 agreed to an amendment that modified the conversion option as an inducement from $0.50 per share to a conversion option in which the principal balance of $5,000 would be convertible into 26,250 shares of common stock. This amounted to a conversion price of approximately $0.19 per share. As a result the Company recorded an inducement charge of in the amount of $1,194. The $5,000 in principal was converted into 26,250 shares of common stock on January 1, 2014 | |||||||||||||||||||||||||
On February 18, 2014, an Investor Loan holder with a principal balance of $5,000 converted their note into 11,956 shares of common stock. | |||||||||||||||||||||||||
On March 31, 2014, an Investor Loan holder with a principal balance of $15,000 agreed to modified the conversion option as an inducement from $0.50 per share to a conversion option in which the principal balance of $15,000 would be convertible into 192,575 shares of common stock. This amounted to a conversion price of approximately $0.08 per share. As a result, the Company recorded an inducement charge in the amount of $17,019. The $15,000 in principal was converted into 192,575 shares of common stock on March 31, 2014. | |||||||||||||||||||||||||
On April 25, 2014, a Bridge Loan holder with a principal balance of $20,000 agreed to an amendment that modified the conversion option as an inducement from $0.15 per share to a conversion option in which the principal balance of $20,000 would be convertible into 297,331 shares of common stock. This amounted to a conversion price of approximately $0.07 per share. As a result, the Company recorded an inducement charge of $31,157. The $20,000 in principal was converted into 297,331 shares of common stock on April 25, 2014. | |||||||||||||||||||||||||
In addition to the conversions mentioned above, a principal payment in the amount of $3,000 was made during the nine months ended September 30, 2014. As of September 30, 2014 and December 31, 2013, the outstanding principal balance of the Investor Loans issued in 2010 and 2011 amounted to $142,000 and $190,000, respectively. | |||||||||||||||||||||||||
Loans issued in 2014 in connection with Business Combination | |||||||||||||||||||||||||
During the nine months ended September 30, 2014, the Company issued (i) a $50,000 face value convertible note as part of the consideration for the ADL business acquisition (“ADL Note”) and (ii) a $50,000 face value convertible note as part of the consideration for the GCD business acquisition (“GCD Note”). Both notes bear an interest rate of 10% and mature in September 2014. The note holders have the option to convert the notes into common stock at a fixed conversion price. The ADL Note has a conversion price of $0.50 per share whereas the GCD Note has a conversion price of $1.00 per share. | |||||||||||||||||||||||||
The Company evaluated the terms and conditions of the convertible notes under the guidance of ASC 815, Derivatives and Hedging. The conversion features met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a fixed number of shares issuable under the arrangement. The instruments were convertible into a fixed number of shares and there were no down round anti-dilution protection features contained in the contracts. The Company was required to consider whether the new hybrid contracts embodied a beneficial conversion feature (“BCF”). Neither of the notes resulted in a BCF because the conversion prices were not in the money on the inception dates. | |||||||||||||||||||||||||
As of September 30, 2014, the outstanding balance of the ADL Note and GCD Note was $100,000. Interest expense on the ADL Note and GCD Note for the nine months ended September 30, 2014 was $5,260. As of September 30, 2014, these notes are considered in default. | |||||||||||||||||||||||||
Investor Loans issued in 2014 | |||||||||||||||||||||||||
The following table summarizes the activity related to the investor loans issued in 2014: | |||||||||||||||||||||||||
Investor Loans issued in 2014 | |||||||||||||||||||||||||
Issued | $ | 363,500 | |||||||||||||||||||||||
Converted | (348,500 | ) | |||||||||||||||||||||||
Outstanding as of September 30, 2014 | $ | 15,000 | |||||||||||||||||||||||
During the nine months ended September 30, 2014, the Company issued various convertible notes for an aggregate face value of $363,500. Each of the notes bear interest at 10% and mature two months after the date of issuance. The note holders have the option to convert the notes into common stock at a fixed conversion price. The Company also issued common stock, and in connection with some of the notes, common stock warrants, as prepaid interest expense. Of the $363,500 in convertible notes issued, holders of $348,500 in principal immediately converted their notes into common stock. | |||||||||||||||||||||||||
The Company evaluated the terms and conditions of the convertible notes under the guidance of ASC 815, Derivatives and Hedging. The conversion features met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a fixed number of shares issuable under the arrangement. The instruments were convertible into a fixed number of shares and there were no down round anti-dilution protection features contained in the contracts. The instruments issued in connection with the $363,500 convertible note financing are detailed in the following table: | |||||||||||||||||||||||||
Prepaid Interest | |||||||||||||||||||||||||
Issue Date | Face Value (Proceeds) | Shares | Shares Issued | Warrants Issued | |||||||||||||||||||||
Indexed to | |||||||||||||||||||||||||
Conversion | |||||||||||||||||||||||||
Option | |||||||||||||||||||||||||
1-Feb-14 | $ | 50,000 | 500,000 | 100,000 | - | ||||||||||||||||||||
1-Apr-14 | 15,000 | 75,000 | 200,000 | - | |||||||||||||||||||||
1-Apr-14 | 6,000 | 74,000 | 12,000 | - | |||||||||||||||||||||
11-Apr-14 | 7,000 | 86,000 | 14,000 | - | |||||||||||||||||||||
15-Apr-14 | 7,000 | 111,000 | 14,000 | - | |||||||||||||||||||||
22-Apr-14 | 10,000 | 80,000 | 20,000 | - | |||||||||||||||||||||
24-Apr-14 | 2,000 | 25,000 | 4,000 | - | |||||||||||||||||||||
28-Apr-14 | 10,000 | 123,000 | 20,000 | - | |||||||||||||||||||||
29-Apr-14 | 5,000 | 61,428 | 10,000 | - | |||||||||||||||||||||
21-May-14 | 1,500 | 22,000 | 3,000 | - | |||||||||||||||||||||
17-Jun-14 | 10,000 | 122,857 | 20,000 | - | |||||||||||||||||||||
30-Jun-14 | 50,000 | 614,286 | 100,000 | 714,285 | |||||||||||||||||||||
1-Jul-14 | 10,000 | 122,857 | 20,000 | 142,857 | |||||||||||||||||||||
3-Jul-14 | 5,000 | 61,428 | 10,000 | 71,429 | |||||||||||||||||||||
3-Jul-14 | 1,000 | 12,500 | 2,000 | 14,286 | |||||||||||||||||||||
9-Jul-14 | 50,000 | 614,286 | 100,000 | 714,286 | |||||||||||||||||||||
9-Jul-14 | 5,000 | 61,428 | 10,000 | 71,428 | |||||||||||||||||||||
14-Jul-14 | 10,000 | 122,857 | 20,000 | 142,857 | |||||||||||||||||||||
30-Jul-14 | 24,000 | 252,000 | 48,000 | 300,000 | |||||||||||||||||||||
14-Aug-14 | 25,000 | 307,142 | 50,000 | 357,142 | |||||||||||||||||||||
18-Aug-14 | 50,000 | 614,286 | 100,000 | 714,286 | |||||||||||||||||||||
21-Aug-14 | 3,000 | 24,000 | 6,000 | 15,000 | |||||||||||||||||||||
18-Sep-14 | 7,000 | 102,667 | 14,000 | 50 | |||||||||||||||||||||
$ | 363,500 | 4,190,022 | 897,000 | 3,307,856 | |||||||||||||||||||||
The Company was required to consider whether notes embodied a beneficial conversion feature (“BCF”). Certainof the notes resulted in a BCF because the conversion price was in the money on the inception date. | |||||||||||||||||||||||||
The allocation of proceeds related to the $363,500 convertible note financing is detailed in the following table: | |||||||||||||||||||||||||
Prepaid Interest | |||||||||||||||||||||||||
Issue Date | Face Value (Proceeds) | Shares Issued | Warrants Issued | Total | Beneficial Conversion Feature | Convertible Notes | |||||||||||||||||||
1-Feb-14 | $ | 50,000 | $ | 11,000 | - | $ | 11,000 | $ | 16,000 | $ | 34,000 | ||||||||||||||
1-Apr-14 | 15,000 | 40,000 | - | 40,000 | - | 15,000 | |||||||||||||||||||
1-Apr-14 | 6,000 | 2,400 | - | 2,400 | 6,000 | - | |||||||||||||||||||
11-Apr-14 | 7,000 | 3,220 | - | 3,220 | 7,000 | - | |||||||||||||||||||
15-Apr-14 | 7,000 | 2,800 | - | 2,800 | 7,000 | - | |||||||||||||||||||
22-Apr-14 | 10,000 | 3,800 | - | 3,800 | 5,200 | 4,800 | |||||||||||||||||||
24-Apr-14 | 2,000 | 800 | - | 800 | 2,000 | - | |||||||||||||||||||
28-Apr-14 | 10,000 | 4,000 | - | 4,000 | 10,000 | - | |||||||||||||||||||
29-Apr-14 | 5,000 | 2,000 | - | 2,000 | 5,000 | - | |||||||||||||||||||
21-May-14 | 1,500 | 600 | - | 600 | 1,500 | - | |||||||||||||||||||
17-Jun-14 | 10,000 | 2,800 | - | 2,800 | 7,200 | 2,800 | |||||||||||||||||||
30-Jun-14 | 50,000 | 8,000 | $ | 94,177 | 102,177 | - | 50,000 | ||||||||||||||||||
1-Jul-14 | 10,000 | 1,600 | 10,382 | 11,982 | - | 10,000 | |||||||||||||||||||
3-Jul-14 | 5,000 | 800 | 5,191 | 5,991 | - | 5,000 | |||||||||||||||||||
3-Jul-14 | 1,000 | 160 | 1,038 | 1,198 | - | 1,000 | |||||||||||||||||||
9-Jul-14 | 50,000 | 13,000 | 115,429 | 128,429 | 29,857 | 20,143 | |||||||||||||||||||
9-Jul-14 | 5,000 | 1,300 | 8,710 | 10,010 | 2,986 | 2,014 | |||||||||||||||||||
14-Jul-14 | 10,000 | 2,600 | 10,382 | 12,982 | 5,971 | 4,029 | |||||||||||||||||||
30-Jul-14 | 24,000 | 8,160 | 39,554 | 47,714 | 18,840 | 5,160 | |||||||||||||||||||
14-Aug-14 | 25,000 | 9,500 | 54,898 | 64,398 | 25,000 | - | |||||||||||||||||||
18-Aug-14 | 50,000 | 19,000 | 95,653 | 114,653 | 50,000 | - | |||||||||||||||||||
21-Aug-14 | 3,000 | 1,020 | 2,752 | 3,772 | 1,080 | 1,920 | |||||||||||||||||||
18-Sep-14 | 7,000 | 980 | 4,721 | 5,701 | 187 | 6,813 | |||||||||||||||||||
$ | 363,500 | $ | 139,540 | $ | 442,887 | $ | 582,427 | $ | 200,821 | $ | 162,679 | ||||||||||||||
The 897,000 shares of common stock and the 3,307,856 warrants issued to investors in connection with the above notes were accounted for as prepaid interest expense under the guidance of ASC 820-15-20. For the $348,500 in principal that was converted immediately after being issued, the $542,427 in related prepaid interest was charged to interest expense upon conversion. The $40,000 in prepaid interest related to the $15,000 note that was not converted was amortized over the life of the note, which matured on June 1, 2014. As of September 30, 2014, all prepaid interest was fully amortized. | |||||||||||||||||||||||||
The warrants issued in connection with the convertible notes were valued using a binomial model using the following inputs: | |||||||||||||||||||||||||
Inputs | |||||||||||||||||||||||||
Linked common shares | 3,307,856 | ||||||||||||||||||||||||
Range of quoted market prices on valuation dates | $0.08 - $0.19 | ||||||||||||||||||||||||
Contractual exercise price | $0.01 | ||||||||||||||||||||||||
Expected term (years) | 3.5 | ||||||||||||||||||||||||
Market volatility | 128.46% | ||||||||||||||||||||||||
Risk free rates using zero coupon US Treasury Security rates | 0.87% - 1.06% | ||||||||||||||||||||||||
Interest expense on the Investor Loans issued in 2014 for the nine months ended September 30, 2014 was $784,117, of which $582,427 related to the amortization of prepaid interest, $200,821 related to the amortization of the beneficial conversion feature and $869 related to interest accrued on the note that was not immediately converted. |
Capital_and_Treasury_Stock
Capital and Treasury Stock | 9 Months Ended | ||
Sep. 30, 2014 | |||
Capital and Treasury Stock [Abstract] | ' | ||
Capital and treasury stock | ' | ||
8 | Capital and treasury stock: | ||
2014 stock transactions | |||
During the nine months ended September 30, 2014: | |||
· | the Company sold 12,500 shares of common stock for $0.60 per share; | ||
· | the Company issued 3,810,772 shares of common stock in exchange for services of which 1,625,000 shares were issued to employees and 2,185,772 shares were issued to consultants. The shares issued to employees for services were valued based on the market price on the date of grant and are being expensed over the service periods. The shares issued to consultants were initially valued at the market price on the date of the grant with the value adjusted periodically if material and are being expensed over the service periods. The aggregate value of the shares issued for services was $1,109,720 of which $676,000 was issued for future services. | ||
· | the Company issued 50,000 shares of stock for asset acquisitions, which were valued at the market price of $0.18 per share or $9,000. | ||
· | the Company issued 897,000 shares of stock in connection with multiple note purchase agreements as describe in Note 7, which were valued at $139,540 based on the market prices on the inception dates of the notes. | ||
· | the Company issued 4,641,921 shares of common stock in exchange for the conversion of loans with a face value of $393,500. |
Stock_Options
Stock Options | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Stock Options and Warrants [Abstract] | ' | ||||||||||||||
Stock options | ' | ||||||||||||||
9. | Stock options | ||||||||||||||
At September 30, 2014 and December 31, 2013, 14,533,746 and 6,083,746 options were exercisable at a weighted average price of approximately $0.11 and $0.27, respectively. | |||||||||||||||
The following is a summary of all option activity through September 30, 2014: | |||||||||||||||
Average | |||||||||||||||
Number of | Weighted | Remaining | |||||||||||||
Options | Average | Term | |||||||||||||
Outstanding | Price | (in years) | |||||||||||||
Options outstanding at December 31, 2013 | 6,083,746 | 0.27 | 8 | ||||||||||||
Granted in 2014 | 7,107,895 | 0.01 | 7 | ||||||||||||
Exercised | - | - | |||||||||||||
Options outstanding at September 30, 2014 | 13,191,641 | $ | 0.11 | 7.5 | |||||||||||
Exercisable at September 30, 2014 | 13,191,641 | $ | 0.11 | 7.5 | |||||||||||
Options Outstanding and Exercisable | |||||||||||||||
Number | Weighted | ||||||||||||||
Outstanding | Average | Weighted | |||||||||||||
at | Remaining | Average | |||||||||||||
Exercise | September 30, | Contractual | Exercise | ||||||||||||
Price | 2014 | Life | Price | ||||||||||||
$ | 0.01 | 7,107,895 | 7 | 0.01 | |||||||||||
$ | 0.08 | 1,125,746 | 7.8 | 0.08 | |||||||||||
$ | 0.2 | 1,993,000 | 6.9 | 0.2 | |||||||||||
$ | 0.38 | 2,965,000 | 8.8 | 0.38 | |||||||||||
13,191,641 | 7.4 | $ | 0.11 | ||||||||||||
During the nine months ended September 30, 2014, the Company issued 7,107,895 options in lieu of payment for accrued payroll amounting to $226,506. All the options have an exercise price of $0.01, vest immediately and have a seven year term. No stock options were exercised during the nine months ended September 30, 2014 or the year ended December 31, 2013. Cash flows resulting from excess tax benefits are classified as part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to the compensation cost for such options. |
Warrants
Warrants | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Stock Options and Warrants [Abstract] | ' | ||||||||||
Warrants | ' | ||||||||||
10. | Warrants | ||||||||||
During the year ended December 31, 2013, the Company issued 359,100 warrants in conjunction with short-term notes described in Note 6 and 30,000 warrants for consulting services during the year ended December 31, 2013. In addition, we have 992,740 warrants outstanding that were issued in 2012 and prior years. During the nine months ended September 30, 2014, 3,307,856 warrants were issued in connection with a note purchase agreement, which is described in Note 7. Additionally, during the nine months ended September 30, 2014, the Company issued 1,342,105 warrants to consultants in lieu of $51,000 in future services. The $51,000 in future services is recorded in prepaid expenses. No warrants were exercised during the nine months ended September 30, 2014 or the year ended December 31, 2013. All of the warrants are currently exercisable and are accounted for as equity instruments. The following table summarizes the warrants outstanding at September 30, 2014: | |||||||||||
Warrants Outstanding and Exercisable | |||||||||||
Number | |||||||||||
Outstanding | |||||||||||
at | |||||||||||
Exercise | September 30, | ||||||||||
Price | 2014 | Expiration | |||||||||
$ | 0.5 | 801,600 | 31-Aug-19 | ||||||||
$ | 0.38 | 580,240 | 20-Jan-20 | ||||||||
$ | 0.01 | 4,649,961 | 20-Jul-21 | ||||||||
6,031,801 | |||||||||||
RelatedParty_Transactions
Related-Party Transactions | 9 Months Ended | |
Sep. 30, 2014 | ||
Related-party Transactions [Abstract] | ' | |
Related-party transactions | ' | |
11. | Related-party transactions | |
During the nine months ended September 30, 2014, the Company issued a $50,000 face value convertible note to its Chief Operating Officer. The note was converted into 500,000 shares of common stock during the period. Additionally, during the nine months ended September 30, 2014, the Company issued a $2,000 face value convertible note to a relative of the President. The note was converted into 25,000 shares of common stock during the period. (See Note 7). | ||
Restatement_of_Financial_State
Restatement of Financial Statements | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Restatement of Previously Issued Financial Statements [Abstract] | ' | ||||||||||||
Restatement of Financial Statements | ' | ||||||||||||
12 | Restatement of Financial Statements | ||||||||||||
The Company has made adjustments to its financial statements for the nine and three months ended September 30, 2013 due to adjustments arising from the re-audit of the Company’s financial statements from inception (August 16, 2010) through December 31, 2012. The re-audit of the Company’s financial statements from inception (August 16, 2010) through December 31, 2012 is detailed in the annual report on Form 10-K filed on August 8, 2014. The re-audit of the financial statements from inception (August 16, 2010) through December 31, 2012 resulted in adjustments made the financial statements for the nine and three months ended September 30, 2013. The adjustments related to the valuation of common stock, stock-based compensation and warrants. | |||||||||||||
The comparative periods presented in the current quarterly report on Form 10-Q are the (i) the statement of operations for the nine and three months ended September 30, 2013 and (iii) the statement of cash flows for the nine months ended September 30, 2013. The affects of the restatement for these periods are summarized below. The following table presents the statement of operations as previously reported, restatement adjustments and the statement of operations as restated for the nine months ended September 30, 2013: | |||||||||||||
Previously Reported | Restatement Adjustments | Restated | |||||||||||
Revenues: | |||||||||||||
Coupon revenue | $ | 32,214 | $ | - | $ | 32,214 | |||||||
Sales refunds | (20,000 | ) | - | (20,000 | ) | ||||||||
Gross profit | 12,214 | - | 12,214 | ||||||||||
Operating expenses: | |||||||||||||
Professional fees (1) | 2,073,600 | 832,150 | 2,905,750 | ||||||||||
Selling (2) | 252,486 | (1,588 | ) | 250,898 | |||||||||
General and administrative (2) | 397,717 | (2,457 | ) | 395,260 | |||||||||
Total expenses | 2,723,803 | 828,105 | 3,551,908 | ||||||||||
Net operating (loss) | (2,711,589 | ) | (828,105 | ) | (3,539,694 | ) | |||||||
Other income (expense): | |||||||||||||
Interest expense (3) | (79,075 | ) | (178,820 | ) | (257,895 | ) | |||||||
Loss on extinguishment of debt (4) | - | (662,958 | ) | (662,958 | ) | ||||||||
Forgiveness of accrued interest (4) | - | 76,419 | 76,419 | ||||||||||
Total other income (expense) | (79,075 | ) | (765,359 | ) | (844,434 | ) | |||||||
Net (loss) | $ | (2,790,664 | ) | $ | (1,593,464 | ) | $ | (4,384,128 | ) | ||||
Net loss per weighted share, basic and fully diluted | $ | (0.21 | ) | $ | (0.33 | ) | |||||||
Weighted average number of common shares outstanding, basic and fully diluted | 13,363,563 | 13,363,563 | |||||||||||
-1 | The restatement adjustment to professional fees relates to the issuance of warrants for services which was not previously valued, which amounted to $15,000. Additionally, $750 which was originally recorded as warrants issued for services in error was reclassified. The remaining $817,900 of adjustments related to stock issued for services which was originally misclassified in prepaid expenses as well as improperly valued | ||||||||||||
-2 | The adjustments to selling and general and administrative expenses related to misclassifications. | ||||||||||||
-3 | The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued. | ||||||||||||
-4 | The restatement adjustments to loss on extinguishment of debt and forgiveness of accrued interest related to loans that were modified that were not previously accounted for properly. These modifications are described in Note 7. | ||||||||||||
The following table presents the statement of operations as previously reported, restatement adjustments and the statement of operations as restated for the three months ended September 30, 2013: | |||||||||||||
Previously Reported | Restatement Adjustments | Restated | |||||||||||
Revenues: | |||||||||||||
Coupon revenue | $ | 9,025 | $ | - | $ | 9,025 | |||||||
Sales refunds | - | - | - | ||||||||||
Gross profit | 9,025 | - | 9,025 | ||||||||||
Operating expenses: | |||||||||||||
Professional fees (1) | 1,292,668 | 817,899 | 2,110,567 | ||||||||||
Selling | 19,660 | (1,588 | ) | 18,072 | |||||||||
General and administrative | 61,557 | (2,457 | ) | 59,100 | |||||||||
Total expenses | 1,373,885 | 813,854 | 2,187,739 | ||||||||||
Net operating (loss) | (1,364,860 | ) | (813,854 | ) | (2,178,714 | ) | |||||||
Other income (expense): | |||||||||||||
Interest expense (2) | (23,630 | ) | (84,606 | ) | (108,236 | ) | |||||||
Loss on extinguishment of debt | - | (662,958 | ) | (662,958 | ) | ||||||||
Forgiveness of accrued interest | - | 76,419 | 76,419 | ||||||||||
Total other income (expense) | (23,630 | ) | (671,145 | ) | (694,775 | ) | |||||||
Net (loss) | $ | (1,388,490 | ) | $ | (1,484,999 | ) | $ | (2,873,489 | ) | ||||
Net loss per weighted share, basic and fully diluted | $ | (0.08 | ) | $ | (0.16 | ) | |||||||
Weighted average number of common shares outstanding, basic and fully diluted | 17,700,408 | 17,700,408 | |||||||||||
-1 | The restatement adjustment to professional fees related to stock issued for services which was originally misclassified in prepaid expenses as well as improperly valued. | ||||||||||||
-2 | The adjustments to selling and general and administrative expenses related to misclassifications. | ||||||||||||
-3 | The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued. | ||||||||||||
-4 | The restatement adjustments to loss on extinguishment of debt and forgiveness of accrued interest related to loans that were modified that were not previously accounted for properly. These modifications are described in Note 7. | ||||||||||||
The following table presents the statement of cash flows as previously reported, restatement adjustments and the statement of cash flows as restated for the nine months ended September 30, 2013: | |||||||||||||
Previously | Restatement | Restated | |||||||||||
Reported | Adjustments | ||||||||||||
Cash flows from operating activities: | |||||||||||||
Net loss | $ | (2,790,664 | ) | $ | (1,593, 464 | ) | $ | (4,384,128 | ) | ||||
Adjustment to reconcile net loss to net cash used for operating activities: | |||||||||||||
Depreciation and amortization | 9,285 | 625 | 9,910 | ||||||||||
Stock based compensation | 817,550 | 83,569 | 901,119 | ||||||||||
Stock, options and warrants issued for services | 2,497,750 | (342,446 | ) | 2,155,304 | |||||||||
Stock issued in lieu of refund | 20,000 | - | 20,000 | ||||||||||
Interest expense | 34,619 | 178,886 | 213,505 | ||||||||||
Loss on extinguishment of debt | - | 662,958 | 662,958 | ||||||||||
Forgiveness of accrued interest | - | (76,419 | ) | (76,419 | ) | ||||||||
Changes in operating assets and liabilities: | |||||||||||||
Deposits and prepaid expenses | (1,162,847 | ) | 1,156,247 | (6,600 | ) | ||||||||
Accounts payable and accrued expenses | 90,514 | - | 90,514 | ||||||||||
Net cash used for operating activities | (483,793 | ) | 69,956 | (413,837 | ) | ||||||||
Cash flows from investing activities: | |||||||||||||
Net cash received in asset acquisition | 45,233 | - | 45,233 | ||||||||||
Purchases of computer equipment and software | (6,474 | ) | 6,474 | ||||||||||
Net cash provided by investing activities | 38,759 | 6,474 | 45,233 | ||||||||||
Cash flows from financing activities: | |||||||||||||
Proceeds from sale of common stock | 196,000 | - | 196,000 | ||||||||||
Payments of accrued interest with common stock | 76,430 | (76,430 | ) | - | |||||||||
Net proceeds from borrowings on notes payable | 175,750 | - | 175,750 | ||||||||||
Principal payments on notes payable | (10,000 | ) | - | (10,000 | ) | ||||||||
Net cash used for financing activities | 438,180 | (76,430 | ) | 361,750 | |||||||||
Net increase (decrease) in cash | (6,854 | ) | (6,854 | ) | |||||||||
Cash, beginning of period | 84,187 | - | 84,187 | ||||||||||
Cash, end of period | $ | 77,333 | $ | - | $ | 77,333 |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent events | ' |
13. Subsequent events | |
Termination of acquisition agreement of Conejo Deals Inc. | |
On July 1, 2014, the Company entered into a Purchase Agreement to acquire the operational assets of Conejo Deals Inc., a daily deal site focusing on merchants and clients in the Los Angeles, California market. The Company is required to pay the following consideration to Conejo Deals Inc.; (a) $750,000, (b) $500,000 convertible note; (c) 100,000 common stock shares and (d) other common stock consideration based on certain gross billing levels. The closing date of the purchase agreement was expected to occur no later than October 20, 2014, and was contingent on the Company having sufficient funds to close. However, since the Company was unable to obtain sufficient funds to close, the agreement was cancelled. | |
Termination of acquisition agreement of Half Price San Diego, Inc | |
On July 7, 2014, the Company entered into a Purchase Agreement to acquire the operational assets of Half Price San Diego, LLC, a daily deal site focusing on merchants and clients in the San Diego, California market. Upon closing, the Company is required to pay (a) $40,000 and (b)75,000 shares of common stock. The closing date of the purchase agreement is expected to occur no later than September 30, 2014, and was contingent on the Company having sufficient funds to close. However, since the Company was unable to obtain sufficient funds to close, the agreement was cancelled. | |
Shares issued subsequent to balance sheet date | |
Subsequent to September 30, 2014, 50,000 warrants were exercised. Additionally, 44,444 shares of common stock were given to an investor as prepaid interest expense for the issuance of a $14,000 convertible note on October 2, 2014. The $14,000 note was converted on October 2, 2014 and 88,889 shares of common stock were issued. | |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Basis of Presentation [Abstract] | ' | ||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant accounting estimates include accounting for stock based compensation and the valuation and impairment of intangible assets and goodwill. | |||||||||
Restatement | ' | ||||||||
Restatement | |||||||||
The Company has restated its financial statements for the three and nine months ended September 30, 2013 (see Note 12). | |||||||||
Loss Per Common Share | ' | ||||||||
Loss Per Common Share | |||||||||
The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic earnings per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. The Company’s common stock equivalents are as follows: | |||||||||
For The Nine Months Ended | |||||||||
September 30, | |||||||||
2014 | 2013 | ||||||||
Common shares indexed to stock options | 13,191,641 | 6,083,746 | |||||||
Common shares indexed to warrants | 6,031,801 | 2,441,840 | |||||||
Common shares indexed to convertible instruments | 741,000 | 766,000 | |||||||
19,964,442 | 9,291,586 | ||||||||
Recently issued Accounting Pronouncements | ' | ||||||||
Recently issued Accounting Pronouncements | |||||||||
The Company does not believe that any recently issued or proposed accounting pronouncements not yet adopted will have a material impact on the financial statements. |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Basis of Presentation [Abstract] | ' | ||||||||
Summary of common stock equivalents | ' | ||||||||
For The Nine Months Ended | |||||||||
September 30, | |||||||||
2014 | 2013 | ||||||||
Common shares indexed to stock options | 13,191,641 | 6,083,746 | |||||||
Common shares indexed to warrants | 6,031,801 | 2,441,840 | |||||||
Common shares indexed to convertible instruments | 741,000 | 766,000 | |||||||
19,964,442 | 9,291,586 |
Equipment_and_Software_Tables
Equipment and Software (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Equipment and software [Abstract] | ' | ||||||||
Summary of computer equipment and software | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office equipment | $ | 896 | $ | 896 | |||||
Purchased mailing lists and trademarks | 93,300 | 34,000 | |||||||
Software | 36,254 | 36,254 | |||||||
130,450 | 71,150 | ||||||||
Less: accumulated depreciation and amortization | (56,514 | ) | (39,329 | ) | |||||
$ | 73,936 | $ | 31,821 |
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Summary of the fair value of total consideration paid | ' | ||||||||
GCD | ADL | ||||||||
Fair value of total consideration paid: | |||||||||
Common stock issued upon closing (1) | $ | - | $ | 9,000 | |||||
Convertible note | 50,000 | 50,000 | |||||||
50,000 | 59,000 | ||||||||
Fair value of identifiable assets acquired: | |||||||||
Intangible assets (mailing lists) | 32,600 | 26,700 | |||||||
Cash | - | 2,754 | |||||||
Total assets acquired | 32,600 | 29,454 | |||||||
Fair value of net identifiable assets (liabilities) acquired | 32,600 | 29,454 | |||||||
Goodwill resulting from transaction | $ | 17,400 | $ | 29,546 | |||||
(1) The common stock issued to ADL was valued at $0.18 per share, which was the quoted market price on the date of acquisition. | |||||||||
Schedule of proforma information | ' | ||||||||
REVENUE | $ | 146,812 | |||||||
NET LOSS | $ | (3,075,832 | ) | ||||||
NET LOSS PER SHARE | $ | (0.12 | ) |
Convertible_Bridge_Loans_Table
Convertible Bridge Loans (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Convertible Bridge Loans [Abstract] | ' | ||||||||||||
Schedule of purchase prices allocation | ' | ||||||||||||
Convertible Bridge Loans | Face Value | Face Value | Totals | ||||||||||
Proceeds | $ | 206,250 | $ | 176,750 | $ | 383,000 | |||||||
Paid-in capital (warrants) | (90,893 | ) | (77,149 | ) | (168,042 | ) | |||||||
Initial Carrying value | $ | 115,357 | $ | 99,601 | $ | 214,958 | |||||||
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Convertible Notes Payable [Abstract] | ' | ||||||||||||||||||||||||
Summary of convertible notes payable | ' | ||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||
Convertible Notes Payable | 2014 | 2013 | |||||||||||||||||||||||
Investor Loans issued in 2010 and 2011 | $ | 142,000 | $ | 190,000 | |||||||||||||||||||||
Loans issued with business combinations | 100,000 | - | |||||||||||||||||||||||
Investor Loans issued in 2014 | 15,000 | - | |||||||||||||||||||||||
Carrying value | $ | 257,000 | $ | 190,000 | |||||||||||||||||||||
Schedule of carrying values and estimated fair values of investor loan | ' | ||||||||||||||||||||||||
Investor Loans issued in 2014 | |||||||||||||||||||||||||
Issued | $ | 363,500 | |||||||||||||||||||||||
Converted | (348,500 | ) | |||||||||||||||||||||||
Outstanding as of September 30, 2014 | $ | 15,000 | |||||||||||||||||||||||
Summary of debt financing | ' | ||||||||||||||||||||||||
Prepaid Interest | |||||||||||||||||||||||||
Issue Date | Face Value (Proceeds) | Shares | Shares Issued | Warrants Issued | |||||||||||||||||||||
Indexed to | |||||||||||||||||||||||||
Conversion | |||||||||||||||||||||||||
Option | |||||||||||||||||||||||||
1-Feb-14 | $ | 50,000 | 500,000 | 100,000 | - | ||||||||||||||||||||
1-Apr-14 | 15,000 | 75,000 | 200,000 | - | |||||||||||||||||||||
1-Apr-14 | 6,000 | 74,000 | 12,000 | - | |||||||||||||||||||||
11-Apr-14 | 7,000 | 86,000 | 14,000 | - | |||||||||||||||||||||
15-Apr-14 | 7,000 | 111,000 | 14,000 | - | |||||||||||||||||||||
22-Apr-14 | 10,000 | 80,000 | 20,000 | - | |||||||||||||||||||||
24-Apr-14 | 2,000 | 25,000 | 4,000 | - | |||||||||||||||||||||
28-Apr-14 | 10,000 | 123,000 | 20,000 | - | |||||||||||||||||||||
29-Apr-14 | 5,000 | 61,428 | 10,000 | - | |||||||||||||||||||||
21-May-14 | 1,500 | 22,000 | 3,000 | - | |||||||||||||||||||||
17-Jun-14 | 10,000 | 122,857 | 20,000 | - | |||||||||||||||||||||
30-Jun-14 | 50,000 | 614,286 | 100,000 | 714,285 | |||||||||||||||||||||
1-Jul-14 | 10,000 | 122,857 | 20,000 | 142,857 | |||||||||||||||||||||
3-Jul-14 | 5,000 | 61,428 | 10,000 | 71,429 | |||||||||||||||||||||
3-Jul-14 | 1,000 | 12,500 | 2,000 | 14,286 | |||||||||||||||||||||
9-Jul-14 | 50,000 | 614,286 | 100,000 | 714,286 | |||||||||||||||||||||
9-Jul-14 | 5,000 | 61,428 | 10,000 | 71,428 | |||||||||||||||||||||
14-Jul-14 | 10,000 | 122,857 | 20,000 | 142,857 | |||||||||||||||||||||
30-Jul-14 | 24,000 | 252,000 | 48,000 | 300,000 | |||||||||||||||||||||
14-Aug-14 | 25,000 | 307,142 | 50,000 | 357,142 | |||||||||||||||||||||
18-Aug-14 | 50,000 | 614,286 | 100,000 | 714,286 | |||||||||||||||||||||
21-Aug-14 | 3,000 | 24,000 | 6,000 | 15,000 | |||||||||||||||||||||
18-Sep-14 | 7,000 | 102,667 | 14,000 | 50 | |||||||||||||||||||||
$ | 363,500 | 4,190,022 | 897,000 | 3,307,856 | |||||||||||||||||||||
Summary of allocation of proceeds from convertible debt | ' | ||||||||||||||||||||||||
Prepaid Interest | |||||||||||||||||||||||||
Issue Date | Face Value (Proceeds) | Shares Issued | Warrants Issued | Total | Beneficial Conversion Feature | Convertible Notes | |||||||||||||||||||
1-Feb-14 | $ | 50,000 | $ | 11,000 | - | $ | 11,000 | $ | 16,000 | $ | 34,000 | ||||||||||||||
1-Apr-14 | 15,000 | 40,000 | - | 40,000 | - | 15,000 | |||||||||||||||||||
1-Apr-14 | 6,000 | 2,400 | - | 2,400 | 6,000 | - | |||||||||||||||||||
11-Apr-14 | 7,000 | 3,220 | - | 3,220 | 7,000 | - | |||||||||||||||||||
15-Apr-14 | 7,000 | 2,800 | - | 2,800 | 7,000 | - | |||||||||||||||||||
22-Apr-14 | 10,000 | 3,800 | - | 3,800 | 5,200 | 4,800 | |||||||||||||||||||
24-Apr-14 | 2,000 | 800 | - | 800 | 2,000 | - | |||||||||||||||||||
28-Apr-14 | 10,000 | 4,000 | - | 4,000 | 10,000 | - | |||||||||||||||||||
29-Apr-14 | 5,000 | 2,000 | - | 2,000 | 5,000 | - | |||||||||||||||||||
21-May-14 | 1,500 | 600 | - | 600 | 1,500 | - | |||||||||||||||||||
17-Jun-14 | 10,000 | 2,800 | - | 2,800 | 7,200 | 2,800 | |||||||||||||||||||
30-Jun-14 | 50,000 | 8,000 | $ | 94,177 | 102,177 | - | 50,000 | ||||||||||||||||||
1-Jul-14 | 10,000 | 1,600 | 10,382 | 11,982 | - | 10,000 | |||||||||||||||||||
3-Jul-14 | 5,000 | 800 | 5,191 | 5,991 | - | 5,000 | |||||||||||||||||||
3-Jul-14 | 1,000 | 160 | 1,038 | 1,198 | - | 1,000 | |||||||||||||||||||
9-Jul-14 | 50,000 | 13,000 | 115,429 | 128,429 | 29,857 | 20,143 | |||||||||||||||||||
9-Jul-14 | 5,000 | 1,300 | 8,710 | 10,010 | 2,986 | 2,014 | |||||||||||||||||||
14-Jul-14 | 10,000 | 2,600 | 10,382 | 12,982 | 5,971 | 4,029 | |||||||||||||||||||
30-Jul-14 | 24,000 | 8,160 | 39,554 | 47,714 | 18,840 | 5,160 | |||||||||||||||||||
14-Aug-14 | 25,000 | 9,500 | 54,898 | 64,398 | 25,000 | - | |||||||||||||||||||
18-Aug-14 | 50,000 | 19,000 | 95,653 | 114,653 | 50,000 | - | |||||||||||||||||||
21-Aug-14 | 3,000 | 1,020 | 2,752 | 3,772 | 1,080 | 1,920 | |||||||||||||||||||
18-Sep-14 | 7,000 | 980 | 4,721 | 5,701 | 187 | 6,813 | |||||||||||||||||||
$ | 363,500 | $ | 139,540 | $ | 442,887 | $ | 582,427 | $ | 200,821 | $ | 162,679 | ||||||||||||||
Schedule of warrants issued convertible notes | ' | ||||||||||||||||||||||||
Inputs | |||||||||||||||||||||||||
Linked common shares | 3,307,856 | ||||||||||||||||||||||||
Range of quoted market prices on valuation dates | $0.08 - $0.19 | ||||||||||||||||||||||||
Contractual exercise price | $0.01 | ||||||||||||||||||||||||
Expected term (years) | 3.5 | ||||||||||||||||||||||||
Market volatility | 128.46% | ||||||||||||||||||||||||
Risk free rates using zero coupon US Treasury Security rates | 0.87% - 1.06% |
Stock_Options_Tables
Stock Options (Tables) (Stock Option [Member]) | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Stock Option [Member] | ' | ||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ||||||||||||||
Summary of options activity | ' | ||||||||||||||
Average | |||||||||||||||
Number of | Weighted | Remaining | |||||||||||||
Options | Average | Term | |||||||||||||
Outstanding | Price | (in years) | |||||||||||||
Options outstanding at December 31, 2013 | 6,083,746 | 0.27 | 8 | ||||||||||||
Granted in 2014 | 7,107,895 | 0.01 | 7 | ||||||||||||
Exercised | - | - | |||||||||||||
Options outstanding at September 30, 2014 | 13,191,641 | $ | 0.11 | 7.5 | |||||||||||
Exercisable at September 30, 2014 | 13,191,641 | $ | 0.11 | 7.5 | |||||||||||
Summary of changes in options/warrants outstanding and exercisable | ' | ||||||||||||||
Options Outstanding and Exercisable | |||||||||||||||
Number | Weighted | ||||||||||||||
Outstanding | Average | Weighted | |||||||||||||
at | Remaining | Average | |||||||||||||
Exercise | September 30, | Contractual | Exercise | ||||||||||||
Price | 2014 | Life | Price | ||||||||||||
$ | 0.01 | 7,107,895 | 7 | 0.01 | |||||||||||
$ | 0.08 | 1,125,746 | 7.8 | 0.08 | |||||||||||
$ | 0.2 | 1,993,000 | 6.9 | 0.2 | |||||||||||
$ | 0.38 | 2,965,000 | 8.8 | 0.38 | |||||||||||
13,191,641 | 7.4 | $ | 0.11 |
Warrants_Tables
Warrants (Tables) (Warrant [Member]) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Warrant [Member] | ' | ||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ||||||||||
Summary of changes in options/warrants outstanding and exercisable | ' | ||||||||||
Warrants Outstanding and Exercisable | |||||||||||
Number | |||||||||||
Outstanding | |||||||||||
at | |||||||||||
Exercise | September 30, | ||||||||||
Price | 2014 | Expiration | |||||||||
$ | 0.5 | 801,600 | 31-Aug-19 | ||||||||
$ | 0.38 | 580,240 | 20-Jan-20 | ||||||||
$ | 0.01 | 4,649,961 | 20-Jul-21 | ||||||||
6,031,801 | |||||||||||
Restatement_of_Financial_State1
Restatement of Financial Statements (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Restatement of Previously Issued Financial Statements [Abstract] | ' | ||||||||||||
Schedule of restatement of financial statements | ' | ||||||||||||
Previously Reported | Restatement Adjustments | Restated | |||||||||||
Revenues: | |||||||||||||
Coupon revenue | $ | 32,214 | $ | - | $ | 32,214 | |||||||
Sales refunds | (20,000 | ) | - | (20,000 | ) | ||||||||
Gross profit | 12,214 | - | 12,214 | ||||||||||
Operating expenses: | |||||||||||||
Professional fees (1) | 2,073,600 | 832,150 | 2,905,750 | ||||||||||
Selling (2) | 252,486 | (1,588 | ) | 250,898 | |||||||||
General and administrative (2) | 397,717 | (2,457 | ) | 395,260 | |||||||||
Total expenses | 2,723,803 | 828,105 | 3,551,908 | ||||||||||
Net operating (loss) | (2,711,589 | ) | (828,105 | ) | (3,539,694 | ) | |||||||
Other income (expense): | |||||||||||||
Interest expense (3) | (79,075 | ) | (178,820 | ) | (257,895 | ) | |||||||
Loss on extinguishment of debt (4) | - | (662,958 | ) | (662,958 | ) | ||||||||
Forgiveness of accrued interest (4) | - | 76,419 | 76,419 | ||||||||||
Total other income (expense) | (79,075 | ) | (765,359 | ) | (844,434 | ) | |||||||
Net (loss) | $ | (2,790,664 | ) | $ | (1,593,464 | ) | $ | (4,384,128 | ) | ||||
Net loss per weighted share, basic and fully diluted | $ | (0.21 | ) | $ | (0.33 | ) | |||||||
Weighted average number of common shares outstanding, basic and fully diluted | 13,363,563 | 13,363,563 | |||||||||||
-1 | The restatement adjustment to professional fees relates to the issuance of warrants for services which was not previously valued, which amounted to $15,000. Additionally, $750 which was originally recorded as warrants issued for services in error was reclassified. The remaining $817,900 of adjustments related to stock issued for services which was originally misclassified in prepaid expenses as well as improperly valued | ||||||||||||
-2 | The adjustments to selling and general and administrative expenses related to misclassifications. | ||||||||||||
-3 | The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued. | ||||||||||||
-4 | The restatement adjustments to loss on extinguishment of debt and forgiveness of accrued interest related to loans that were modified that were not previously accounted for properly. These modifications are described in Note 7. | ||||||||||||
The following table presents the statement of operations as previously reported, restatement adjustments and the statement of operations as restated for the three months ended September 30, 2013: | |||||||||||||
Previously Reported | Restatement Adjustments | Restated | |||||||||||
Revenues: | |||||||||||||
Coupon revenue | $ | 9,025 | $ | - | $ | 9,025 | |||||||
Sales refunds | - | - | - | ||||||||||
Gross profit | 9,025 | - | 9,025 | ||||||||||
Operating expenses: | |||||||||||||
Professional fees (1) | 1,292,668 | 817,899 | 2,110,567 | ||||||||||
Selling | 19,660 | (1,588 | ) | 18,072 | |||||||||
General and administrative | 61,557 | (2,457 | ) | 59,100 | |||||||||
Total expenses | 1,373,885 | 813,854 | 2,187,739 | ||||||||||
Net operating (loss) | (1,364,860 | ) | (813,854 | ) | (2,178,714 | ) | |||||||
Other income (expense): | |||||||||||||
Interest expense (2) | (23,630 | ) | (84,606 | ) | (108,236 | ) | |||||||
Loss on extinguishment of debt | - | (662,958 | ) | (662,958 | ) | ||||||||
Forgiveness of accrued interest | - | 76,419 | 76,419 | ||||||||||
Total other income (expense) | (23,630 | ) | (671,145 | ) | (694,775 | ) | |||||||
Net (loss) | $ | (1,388,490 | ) | $ | (1,484,999 | ) | $ | (2,873,489 | ) | ||||
Net loss per weighted share, basic and fully diluted | $ | (0.08 | ) | $ | (0.16 | ) | |||||||
Weighted average number of common shares outstanding, basic and fully diluted | 17,700,408 | 17,700,408 | |||||||||||
-1 | The restatement adjustment to professional fees related to stock issued for services which was originally misclassified in prepaid expenses as well as improperly valued. | ||||||||||||
-2 | The adjustments to selling and general and administrative expenses related to misclassifications. | ||||||||||||
-3 | The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued. | ||||||||||||
-4 | The restatement adjustments to loss on extinguishment of debt and forgiveness of accrued interest related to loans that were modified that were not previously accounted for properly. These modifications are described in Note 7. | ||||||||||||
The following table presents the statement of cash flows as previously reported, restatement adjustments and the statement of cash flows as restated for the nine months ended September 30, 2013: | |||||||||||||
Previously | Restatement | Restated | |||||||||||
Reported | Adjustments | ||||||||||||
Cash flows from operating activities: | |||||||||||||
Net loss | $ | (2,790,664 | ) | $ | (1,593, 464 | ) | $ | (4,384,128 | ) | ||||
Adjustment to reconcile net loss to net cash used for operating activities: | |||||||||||||
Depreciation and amortization | 9,285 | 625 | 9,910 | ||||||||||
Stock based compensation | 817,550 | 83,569 | 901,119 | ||||||||||
Stock, options and warrants issued for services | 2,497,750 | (342,446 | ) | 2,155,304 | |||||||||
Stock issued in lieu of refund | 20,000 | - | 20,000 | ||||||||||
Interest expense | 34,619 | 178,886 | 213,505 | ||||||||||
Loss on extinguishment of debt | - | 662,958 | 662,958 | ||||||||||
Forgiveness of accrued interest | - | (76,419 | ) | (76,419 | ) | ||||||||
Changes in operating assets and liabilities: | |||||||||||||
Deposits and prepaid expenses | (1,162,847 | ) | 1,156,247 | (6,600 | ) | ||||||||
Accounts payable and accrued expenses | 90,514 | - | 90,514 | ||||||||||
Net cash used for operating activities | (483,793 | ) | 69,956 | (413,837 | ) | ||||||||
Cash flows from investing activities: | |||||||||||||
Net cash received in asset acquisition | 45,233 | - | 45,233 | ||||||||||
Purchases of computer equipment and software | (6,474 | ) | 6,474 | ||||||||||
Net cash provided by investing activities | 38,759 | 6,474 | 45,233 | ||||||||||
Cash flows from financing activities: | |||||||||||||
Proceeds from sale of common stock | 196,000 | - | 196,000 | ||||||||||
Payments of accrued interest with common stock | 76,430 | (76,430 | ) | - | |||||||||
Net proceeds from borrowings on notes payable | 175,750 | - | 175,750 | ||||||||||
Principal payments on notes payable | (10,000 | ) | - | (10,000 | ) | ||||||||
Net cash used for financing activities | 438,180 | (76,430 | ) | 361,750 | |||||||||
Net increase (decrease) in cash | (6,854 | ) | (6,854 | ) | |||||||||
Cash, beginning of period | 84,187 | - | 84,187 | ||||||||||
Cash, end of period | $ | 77,333 | $ | - | $ | 77,333 |
Going_Concern_Details
Going Concern (Details) (USD $) | 3 Months Ended | 9 Months Ended | 49 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Going Concern (Textual) | ' | ' | ' | ' | ' |
Net loss | ($1,106,720) | ($2,873,489) | ($3,087,265) | ($4,384,128) | ($11,023,641) |
Working capital | 758,995 | ' | 758,995 | ' | 758,995 |
Cash | 12,893 | ' | 12,893 | ' | 12,893 |
Accumulated deficit | $11,023,641 | ' | $11,023,641 | ' | $11,023,641 |
Basis_of_Presentation_Detail
Basis of Presentation (Detail) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Weighted average number of common shares and dilutive common share equivalents outstanding [Abstract] | ' | ' |
Common shares indexed to stock options | 13,191,641 | 6,083,746 |
Common shares indexed to warrants | 6,031,801 | 2,441,840 |
Common shares indexed to convertible instruments | 741,000 | 766,000 |
common stock equivalents, Total | 19,964,442 | 9,291,586 |
Equipment_and_Software_Details
Equipment and Software (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Summary of computer equipment and software | ' | ' |
Computer equipment and software, Gross | $130,450 | $71,150 |
Less: accumulated depreciation and amortization | -56,514 | -39,329 |
Computer equipment and software, Net | 73,936 | 31,821 |
Office equipment [Member] | ' | ' |
Summary of computer equipment and software | ' | ' |
Computer equipment and software, Gross | 896 | 896 |
Purchased mailing lists and trademarks [Member] | ' | ' |
Summary of computer equipment and software | ' | ' |
Computer equipment and software, Gross | 93,300 | 34,000 |
Software [Member] | ' | ' |
Summary of computer equipment and software | ' | ' |
Computer equipment and software, Gross | $36,254 | $36,254 |
Equipment_and_Software_Details1
Equipment and Software (Details Textual) (USD $) | 9 Months Ended | 49 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Equipment and software (Textual) | ' | ' | ' |
Depreciation and amortization expense | $17,185 | $9,910 | $56,516 |
Business_Combinations_Details
Business Combinations (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 |
GCD [Member] | GCD [Member] | ADL [Member] | ADL [Member] | |||
Fair value of total consideration paid: | ' | ' | ' | ' | ' | ' |
Common stock issued upon closing (1) | ' | ' | ' | ' | $9,000 | ' |
Convertible note | 257,000 | 190,000 | 50,000 | 50,000 | 50,000 | 50,000 |
Total consideration paid | ' | ' | 50,000 | ' | 59,000 | ' |
Fair value of identifiable assets acquired: | ' | ' | ' | ' | ' | ' |
Intangible assets (mailing lists) | ' | ' | 32,600 | ' | 26,700 | ' |
Cash | ' | ' | ' | ' | 2,754 | ' |
Total assets acquired | ' | ' | 32,600 | ' | 29,454 | ' |
Fair value of net identifiable assets (liabilities) acquired | ' | ' | 32,600 | ' | 29,454 | ' |
Goodwill resulting from transaction | $421,187 | $374,241 | $17,400 | ' | $29,546 | ' |
Business_Combinations_Details_
Business Combinations (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | ' |
REVENUE | $146,812 |
NET LOSS | ($3,075,832) |
NET LOSS PER SHARE | ($0.12) |
Business_Combinations_Details_1
Business Combinations (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Go Charleston Deals, Llc [Member] | Go Charleston Deals, Llc [Member] | Go Charleston Deals, Llc [Member] | Go Charleston Deals, Llc [Member] | Go Charleston Deals, Llc [Member] | Go Charleston Deals, Llc [Member] | All Deals Local, Llc [Member] | All Deals Local, Llc [Member] | All Deals Local, Llc [Member] | All Deals Local, Llc [Member] | ||||
If GCD's gross billings exceed $100,000 [Member] | If GCD's gross billings exceed $150,000 [Member] | If GCD's gross billings exceed $200,000 [Member] | If GCD's gross billings exceed $250,000 [Member] | If GCD's gross billings exceed $75,000 [Member] | If GCD's gross billings exceed $100,000 [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued or issuable | ' | ' | ' | ' | ' | 25,000 | 25,000 | 25,000 | 25,000 | ' | ' | 25,000 | 25,000 |
Goodwill | ' | $421,187 | $374,241 | $17,400 | ' | ' | ' | ' | ' | ' | $29,546 | ' | ' |
Common stock issued during the period | ' | 897,000 | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' |
Convertible note | ' | 257,000 | 190,000 | 50,000 | 50,000 | ' | ' | ' | ' | 50,000 | 50,000 | ' | ' |
Billing period consideration for stock issuance | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | $0.18 | ' | ' |
Intangible assets expected amortization period | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross billings | ' | ' | ' | $26,299 | ' | ' | ' | ' | ' | ' | $20,000 | ' | ' |
Convertible_Bridge_Loans_Detai
Convertible Bridge Loans (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Short-term Debt [Line Items] | ' | ' |
Proceeds | $116,000 | $119,000 |
Convertible Bridge Loans [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Proceeds | 383,000 | ' |
Paid-in capital (warrants) | -168,042 | ' |
Initial Carrying value | 214,958 | ' |
Convertible Bridge Loans [Member] | Face Value One [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Proceeds | 206,250 | ' |
Paid-in capital (warrants) | -90,893 | ' |
Initial Carrying value | 115,357 | ' |
Convertible Bridge Loans [Member] | Face Value Two [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Proceeds | 176,750 | ' |
Paid-in capital (warrants) | -77,149 | ' |
Initial Carrying value | $99,601 | ' |
Convertible_Bridge_Loans_Detai1
Convertible Bridge Loans (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 49 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | ||||||
Face Value One [Member] | Face Value Two [Member] | |||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Bridge Loans | ' | $116,000 | ' | $116,000 | $119,000 | ' | $383,000 | ' | $206,250 | $176,750 |
Loan from related party | ' | 10,000 | ' | 10,000 | ' | ' | 11,250 | ' | ' | ' |
Bridge loan interest rate | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' |
Maturity date of bridge loan | ' | ' | ' | ' | ' | ' | 31-Aug-13 | ' | ' | ' |
Common stock, par value | ' | $0.00 | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' |
Exercise Price | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' |
Conversion of loan, converted debt amount | ' | 348,500 | ' | 858,002 | ' | 262,000 | ' | ' | ' | ' |
Conversion of bridge loan, Number of shares issued | ' | 4,641,921 | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | ' | 20,162 | ' | 20,162 | 11,412 | ' | ' | ' | ' | ' |
Amount of bridge loan outstanding after maturity date | ' | ' | ' | ' | ' | ' | ' | 121,000 | ' | ' |
Loss on extinguishment of debt | -662,958 | ' | -662,958 | -662,958 | ' | ' | ' | 111,209 | ' | ' |
Principal loan repaid | ' | 3,000 | ' | ' | ' | ' | ' | 2,000 | ' | ' |
Interest expense | ' | $8,750 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Investor Loans issued in 2010 and 2011 | $142,000 | $190,000 |
Loans issued with business combinations | 100,000 | ' |
Investor Loans issued in 2014 | 15,000 | ' |
Carrying value | $257,000 | $190,000 |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details 1) (USD $) | Sep. 30, 2014 |
Investor Loans issued in 2014 | ' |
Issued | $363,500 |
Converted | -348,500 |
Outstanding as of Septemper 30, 2014 | $15,000 |
Convertible_Notes_Payable_Deta2
Convertible Notes Payable (Details 2) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Short-term Debt [Line Items] | ' | ' |
Face value (Proceeds) | $363,500 | ' |
Shares indexed to conversion option | 741,000 | 766,000 |
Shares Issued, Prepaid Interest | 897,000 | ' |
Warrants Issued,Prepaid Interest | 3,307,856 | ' |
February 1, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 1-Feb-14 | ' |
Face value (Proceeds) | 50,000 | ' |
Shares indexed to conversion option | 500,000 | ' |
Shares Issued, Prepaid Interest | 100,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
April 1, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 1-Apr-14 | ' |
Face value (Proceeds) | 15,000 | ' |
Shares indexed to conversion option | 75,000 | ' |
Shares Issued, Prepaid Interest | 200,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
April 1, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 1-Apr-14 | ' |
Face value (Proceeds) | 6,000 | ' |
Shares indexed to conversion option | 74,000 | ' |
Shares Issued, Prepaid Interest | 12,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
April 11, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 11-Apr-14 | ' |
Face value (Proceeds) | 7,000 | ' |
Shares indexed to conversion option | 86,000 | ' |
Shares Issued, Prepaid Interest | 14,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
April 15, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 15-Apr-14 | ' |
Face value (Proceeds) | 7,000 | ' |
Shares indexed to conversion option | 111,000 | ' |
Shares Issued, Prepaid Interest | 14,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
April 22, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 22-Apr-14 | ' |
Face value (Proceeds) | 10,000 | ' |
Shares indexed to conversion option | 80,000 | ' |
Shares Issued, Prepaid Interest | 20,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
April 24, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 24-Apr-14 | ' |
Face value (Proceeds) | 2,000 | ' |
Shares indexed to conversion option | 25,000 | ' |
Shares Issued, Prepaid Interest | 4,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
April 28, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 28-Apr-14 | ' |
Face value (Proceeds) | 10,000 | ' |
Shares indexed to conversion option | 123,000 | ' |
Shares Issued, Prepaid Interest | 20,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
April 29, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 29-Apr-14 | ' |
Face value (Proceeds) | 5,000 | ' |
Shares indexed to conversion option | 61,428 | ' |
Shares Issued, Prepaid Interest | 10,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
May 21, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 21-May-14 | ' |
Face value (Proceeds) | 1,500 | ' |
Shares indexed to conversion option | 22,000 | ' |
Shares Issued, Prepaid Interest | 3,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
June 17, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 17-Jun-14 | ' |
Face value (Proceeds) | 10,000 | ' |
Shares indexed to conversion option | 122,857 | ' |
Shares Issued, Prepaid Interest | 20,000 | ' |
Warrants Issued,Prepaid Interest | ' | ' |
June 30, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 30-Jun-14 | ' |
Face value (Proceeds) | 50,000 | ' |
Shares indexed to conversion option | 614,286 | ' |
Shares Issued, Prepaid Interest | 100,000 | ' |
Warrants Issued,Prepaid Interest | 714,285 | ' |
July 1, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 1-Jul-14 | ' |
Face value (Proceeds) | 10,000 | ' |
Shares indexed to conversion option | 122,857 | ' |
Shares Issued, Prepaid Interest | 20,000 | ' |
Warrants Issued,Prepaid Interest | 142,857 | ' |
July 3, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 3-Jul-14 | ' |
Face value (Proceeds) | 5,000 | ' |
Shares indexed to conversion option | 61,428 | ' |
Shares Issued, Prepaid Interest | 10,000 | ' |
Warrants Issued,Prepaid Interest | 71,429 | ' |
July 3, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 3-Jul-14 | ' |
Face value (Proceeds) | 1,000 | ' |
Shares indexed to conversion option | 12,500 | ' |
Shares Issued, Prepaid Interest | 2,000 | ' |
Warrants Issued,Prepaid Interest | 14,286 | ' |
July 9, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 9-Jul-14 | ' |
Face value (Proceeds) | 50,000 | ' |
Shares indexed to conversion option | 614,286 | ' |
Shares Issued, Prepaid Interest | 100,000 | ' |
Warrants Issued,Prepaid Interest | 714,286 | ' |
July 9, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 9-Jul-14 | ' |
Face value (Proceeds) | 5,000 | ' |
Shares indexed to conversion option | 61,428 | ' |
Shares Issued, Prepaid Interest | 10,000 | ' |
Warrants Issued,Prepaid Interest | 71,428 | ' |
July 14, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 14-Jul-14 | ' |
Face value (Proceeds) | 10,000 | ' |
Shares indexed to conversion option | 122,857 | ' |
Shares Issued, Prepaid Interest | 20,000 | ' |
Warrants Issued,Prepaid Interest | 142,857 | ' |
July 30, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 30-Jul-14 | ' |
Face value (Proceeds) | 24,000 | ' |
Shares indexed to conversion option | 252,000 | ' |
Shares Issued, Prepaid Interest | 48,000 | ' |
Warrants Issued,Prepaid Interest | 300,000 | ' |
August 14, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 14-Aug-14 | ' |
Face value (Proceeds) | 25,000 | ' |
Shares indexed to conversion option | 307,142 | ' |
Shares Issued, Prepaid Interest | 50,000 | ' |
Warrants Issued,Prepaid Interest | 357,142 | ' |
August 18, 2014 (Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 18-Aug-14 | ' |
Face value (Proceeds) | 50,000 | ' |
Shares indexed to conversion option | 614,286 | ' |
Shares Issued, Prepaid Interest | 100,000 | ' |
Warrants Issued,Prepaid Interest | 714,286 | ' |
August 21, 2014 (Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 21-Aug-14 | ' |
Face value (Proceeds) | 3,000 | ' |
Shares indexed to conversion option | 24,000 | ' |
Shares Issued, Prepaid Interest | 6,000 | ' |
Warrants Issued,Prepaid Interest | 15,000 | ' |
September 18, 2014 [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Issue Date | 18-Sep-14 | ' |
Face value (Proceeds) | $7,000 | ' |
Shares indexed to conversion option | 102,667 | ' |
Shares Issued, Prepaid Interest | 14,000 | ' |
Warrants Issued,Prepaid Interest | 50,000 | ' |
Convertible_Notes_Payable_Deta3
Convertible Notes Payable (Details 3) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Short-term Debt [Line Items] | ' |
Face Value (Proceeds) | $363,500 |
Shares Issued, Prepaid Interest | 139,540 |
Warrants Issued, Prepaid Interest | 442,887 |
Prepaid interest, Total | 582,427 |
Beneficial Conversion Feature | 200,821 |
Convertible Notes | 162,679 |
February 1, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 1-Feb-14 |
Face Value (Proceeds) | 50,000 |
Shares Issued, Prepaid Interest | 11,000 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 11,000 |
Beneficial Conversion Feature | 16,000 |
Convertible Notes | 34,000 |
April 1, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 1-Apr-14 |
Face Value (Proceeds) | 15,000 |
Shares Issued, Prepaid Interest | 40,000 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 40,000 |
Beneficial Conversion Feature | ' |
Convertible Notes | 15,000 |
April 1, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 1-Apr-14 |
Face Value (Proceeds) | 6,000 |
Shares Issued, Prepaid Interest | 2,400 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 2,400 |
Beneficial Conversion Feature | 6,000 |
Convertible Notes | ' |
April 11, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 11-Apr-14 |
Face Value (Proceeds) | 7,000 |
Shares Issued, Prepaid Interest | 3,220 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 3,220 |
Beneficial Conversion Feature | 7,000 |
Convertible Notes | ' |
April 15, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 15-Apr-14 |
Face Value (Proceeds) | 7,000 |
Shares Issued, Prepaid Interest | 2,800 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 2,800 |
Beneficial Conversion Feature | 7,000 |
Convertible Notes | ' |
April 22, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 22-Apr-14 |
Face Value (Proceeds) | 10,000 |
Shares Issued, Prepaid Interest | 3,800 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 3,800 |
Beneficial Conversion Feature | 5,200 |
Convertible Notes | 4,800 |
April 24, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 24-Apr-14 |
Face Value (Proceeds) | 2,000 |
Shares Issued, Prepaid Interest | 800 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 800 |
Beneficial Conversion Feature | 2,000 |
Convertible Notes | ' |
April 28, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 28-Apr-14 |
Face Value (Proceeds) | 10,000 |
Shares Issued, Prepaid Interest | 4,000 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 4,000 |
Beneficial Conversion Feature | 10,000 |
Convertible Notes | ' |
April 29, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 29-Apr-14 |
Face Value (Proceeds) | 5,000 |
Shares Issued, Prepaid Interest | 2,000 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 2,000 |
Beneficial Conversion Feature | 5,000 |
Convertible Notes | ' |
May 21, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 21-May-14 |
Face Value (Proceeds) | 1,500 |
Shares Issued, Prepaid Interest | 600 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 600 |
Beneficial Conversion Feature | 1,500 |
Convertible Notes | ' |
June 17, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 17-Jun-14 |
Face Value (Proceeds) | 10,000 |
Shares Issued, Prepaid Interest | 2,800 |
Warrants Issued, Prepaid Interest | ' |
Prepaid interest, Total | 2,800 |
Beneficial Conversion Feature | 7,200 |
Convertible Notes | 2,800 |
June 30, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 30-Jun-14 |
Face Value (Proceeds) | 50,000 |
Shares Issued, Prepaid Interest | 8,000 |
Warrants Issued, Prepaid Interest | 94,177 |
Prepaid interest, Total | 102,177 |
Beneficial Conversion Feature | ' |
Convertible Notes | 50,000 |
July 1, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 1-Jul-14 |
Face Value (Proceeds) | 10,000 |
Shares Issued, Prepaid Interest | 1,600 |
Warrants Issued, Prepaid Interest | 10,382 |
Prepaid interest, Total | 11,982 |
Beneficial Conversion Feature | ' |
Convertible Notes | 10,000 |
July 3, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 3-Jul-14 |
Face Value (Proceeds) | 5,000 |
Shares Issued, Prepaid Interest | 800 |
Warrants Issued, Prepaid Interest | 5,191 |
Prepaid interest, Total | 5,991 |
Beneficial Conversion Feature | ' |
Convertible Notes | 5,000 |
July 3, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 3-Jul-14 |
Face Value (Proceeds) | 1,000 |
Shares Issued, Prepaid Interest | 160 |
Warrants Issued, Prepaid Interest | 1,038 |
Prepaid interest, Total | 1,198 |
Beneficial Conversion Feature | ' |
Convertible Notes | 1,000 |
July 9, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 9-Jul-14 |
Face Value (Proceeds) | 50,000 |
Shares Issued, Prepaid Interest | 13,000 |
Warrants Issued, Prepaid Interest | 115,429 |
Prepaid interest, Total | 128,429 |
Beneficial Conversion Feature | 29,857 |
Convertible Notes | 20,143 |
July 9, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 9-Jul-14 |
Face Value (Proceeds) | 5,000 |
Shares Issued, Prepaid Interest | 1,300 |
Warrants Issued, Prepaid Interest | 8,710 |
Prepaid interest, Total | 10,010 |
Beneficial Conversion Feature | 2,986 |
Convertible Notes | 2,014 |
July 14, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 14-Jul-14 |
Face Value (Proceeds) | 10,000 |
Shares Issued, Prepaid Interest | 2,600 |
Warrants Issued, Prepaid Interest | 10,382 |
Prepaid interest, Total | 12,982 |
Beneficial Conversion Feature | 5,971 |
Convertible Notes | 4,029 |
July 30, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 30-Jul-14 |
Face Value (Proceeds) | 24,000 |
Shares Issued, Prepaid Interest | 8,160 |
Warrants Issued, Prepaid Interest | 39,554 |
Prepaid interest, Total | 47,714 |
Beneficial Conversion Feature | 18,840 |
Convertible Notes | 5,160 |
August 14, 2014 [Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 14-Aug-14 |
Face Value (Proceeds) | 25,000 |
Shares Issued, Prepaid Interest | 9,500 |
Warrants Issued, Prepaid Interest | 54,898 |
Prepaid interest, Total | 64,398 |
Beneficial Conversion Feature | 25,000 |
Convertible Notes | ' |
August 18, 2014 (Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 18-Aug-14 |
Face Value (Proceeds) | 50,000 |
Shares Issued, Prepaid Interest | 19,000 |
Warrants Issued, Prepaid Interest | 95,653 |
Prepaid interest, Total | 114,653 |
Beneficial Conversion Feature | 50,000 |
Convertible Notes | ' |
August 21, 2014 (Member] | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 21-Aug-14 |
Face Value (Proceeds) | 3,000 |
Shares Issued, Prepaid Interest | 1,020 |
Warrants Issued, Prepaid Interest | 2,752 |
Prepaid interest, Total | 3,772 |
Beneficial Conversion Feature | 1,080 |
Convertible Notes | 1,920 |
September 18, 2014 [Member | ' |
Short-term Debt [Line Items] | ' |
Issue Date | 18-Sep-14 |
Face Value (Proceeds) | 7,000 |
Shares Issued, Prepaid Interest | 980 |
Warrants Issued, Prepaid Interest | 4,721 |
Prepaid interest, Total | 5,701 |
Beneficial Conversion Feature | 187 |
Convertible Notes | $6,813 |
Convertible_Notes_Payable_Deta4
Convertible Notes Payable (Details 4) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Short-term Debt [Line Items] | ' |
Linked common shares | 3,307,856 |
Contractual exercise price | $0.01 |
Expected Term (years) | '3 years 6 months |
Market volatility | 128.46% |
Minimum [Member] | ' |
Short-term Debt [Line Items] | ' |
Range of quoted market prices on valuation dates | 0.08 |
Risk free rates using zero coupon US Treasury Security rates | 0.87% |
Maximum [Member] | ' |
Short-term Debt [Line Items] | ' |
Range of quoted market prices on valuation dates | 0.19 |
Risk free rates using zero coupon US Treasury Security rates | 1.06% |
Convertible_Notes_Payable_Deta5
Convertible Notes Payable (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 49 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 25, 2014 | Feb. 18, 2014 | Jan. 01, 2014 | Mar. 31, 2014 | Aug. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 21, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Investor Loans [Member] | Long-term note [Member] | Long-term note [Member] | Long-term note [Member] | Long-term note [Member] | Long-term note [Member] | Long-term note [Member] | Long-term note [Member] | Long-term note [Member] | Long-term note [Member] | GCD [Member] | GCD [Member] | GCD [Member] | ADL [Member] | ADL [Member] | ADL [Member] | ||||||
Short-term note [Member] | Short-term note [Member] | ||||||||||||||||||||
Convertible Notes Payable (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable, face value | ' | $363,500 | ' | ' | $363,500 | ' | ' | ' | ' | ' | ' | ' | ' | $447,500 | ' | ' | ' | $50,000 | ' | ' | $50,000 |
Notes payable, aggregate principal balance | ' | 142,000 | ' | 190,000 | 142,000 | ' | 20,000 | 5,000 | 5,000 | 15,000 | 247,500 | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' |
Loans from related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88,333 | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable, Current | ' | 257,000 | ' | 190,000 | 257,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 50,000 | 100,000 | 50,000 | 50,000 | 100,000 |
Maturity date of note | ' | ' | ' | ' | ' | 30-Sep-14 | ' | ' | ' | ' | ' | ' | ' | 31-Aug-13 | ' | ' | ' | 30-Sep-14 | ' | ' | 30-Sep-14 |
Interest rate on note | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | 10.00% | ' | ' | 10.00% |
Interest expense | ' | ' | ' | ' | ' | 784,117 | ' | ' | ' | ' | ' | 7,832 | 80,192 | ' | ' | ' | ' | 5,260 | ' | ' | 5,260 |
Debt discount | ' | 224,063 | ' | ' | 224,063 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred finance cost | ' | ' | ' | ' | ' | 582,427 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | ' | 200,821 | ' | ' | ' | 44,752 | ' | ' | ' | ' | ' | 0 | 59,337 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of loan, Number of shares issued | ' | 4,641,921 | ' | ' | ' | ' | 297,331 | 11,956 | 26,250 | 192,575 | 569,252 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of loan, converted debt amount | ' | 348,500 | ' | ' | 858,002 | 348,500 | 20,000 | ' | 5,000 | 15,000 | 247,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price of debt instrument before amendment | ' | ' | ' | ' | ' | ' | $0.15 | ' | $0.50 | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investor loan conversion price per share | ' | ' | ' | ' | ' | ' | $0.07 | ' | $0.19 | $0.08 | $0.43 | ' | ' | ' | ' | ' | ' | $1 | ' | ' | $0.50 |
Debt accrued interest | ' | 34,266 | ' | 26,943 | ' | ' | ' | ' | ' | ' | 60,252 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | -662,958 | ' | -662,958 | ' | -662,958 | ' | ' | ' | ' | ' | 116,176 | ' | ' | ' | 435,574 | ' | ' | ' | ' | ' | ' |
Reacquisition price of note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 423,928 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net carrying value of note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 307,752 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of principal | ' | ' | -10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' |
Shares Issued, Prepaid Interest | ' | 897,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,062,375 | ' | ' | ' | ' | 50,000 | ' | ' |
Warrants Issued | ' | 3,307,856 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense upon conversion | ' | 542,427 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid interest | ' | 40,000 | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes | ' | 15,000 | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature | ' | 200,821 | ' | ' | ' | 849 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inducement expense | ' | $49,370 | ' | ' | $49,370 | ' | $31,157 | ' | $1,194 | $17,019 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital_and_Treasury_Stock_Det
Capital and Treasury Stock (Details) (USD $) | 9 Months Ended | 49 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Class of Stock [Line Items] | ' | ' | ' |
Number of shares sold | 12,500 | ' | ' |
Sale of stock, price per share | $0.60 | ' | $0.60 |
Stock issued in exchange for services, shares | 44,444 | ' | ' |
Stock issued during period acquisition of assets, shares | 50,000 | ' | ' |
Stock issued during period acquisition of assets | $9,000 | ' | ' |
Shares issued, price per share | $0.18 | ' | $0.18 |
Conversion of loan, Number of shares issued | 4,641,921 | ' | ' |
Conversion of loan, converted debt amount | 348,500 | ' | 858,002 |
Stock issued in connection with note purchase agreement, Shares | 897,000 | ' | ' |
Stock issued in connection with note purchase agreement | 139,540 | ' | ' |
Common Stock [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Stock issued in exchange for services, shares | 3,810,772 | ' | ' |
Stock issued in exchange for services | 1,109,720 | ' | ' |
Stock issued in exchange for future services | $676,000 | ' | ' |
Common Stock [Member] | Employees [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Stock issued in exchange for services, shares | 1,625,000 | ' | ' |
Common Stock [Member] | Consultants [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Stock issued in exchange for services, shares | 2,185,772 | ' | ' |
Stock_Options_Details
Stock Options (Details) (Stock Option [Member], USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Stock Option [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Beginning balance, Number of Options outstanding | 6,083,746 | ' |
Number of Options Outstanding, Granted | 7,107,895 | ' |
Number of Options Outstanding, Exercised | ' | ' |
Ending balance, Number of Options outstanding | 13,191,641 | ' |
Beginning balance, Options Weighted Average Price | $0.27 | ' |
Options Weighted Average Price, Granted | $0.01 | ' |
Options Weighted Average Price, Exercised | ' | ' |
Ending balance, Options Weighted Average Price | $0.11 | ' |
Number of Options Outstanding, Exercisable | 13,191,641 | 6,083,746 |
Options Weighted Average Price, Exercisable | $0.11 | $0.27 |
Beigning balance, Options Outstanding, Average Remaining Term (in years) | '8 years | ' |
Options Granted, Average Remaining Term (in years) | '7 years | ' |
Ending balance, Options Outstanding, Average Remaining Term (in years) | '7 years 6 months | ' |
Options Exercisable, Average Remaining Term (in years) | '7 years 6 months | ' |
Stock_Options_Details_1
Stock Options (Details 1) (Stock Option [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Summary of changes in options, warrants outstanding and exercisable | ' |
Options Outstanding, Number Outstanding at September 30, 2014 | 13,191,641 |
Options Outstanding, Weighted Average Remaining Contractual Life | '7 years 4 months 24 days |
Options Outstanding, Weighted Average Exercise Price | $0.11 |
0.01 [Member] | ' |
Summary of changes in options, warrants outstanding and exercisable | ' |
Options Outstanding, Exercise Price | $0.01 |
Options Outstanding, Number Outstanding at September 30, 2014 | 7,107,895 |
Options Outstanding, Weighted Average Remaining Contractual Life | '7 years |
Options Outstanding, Weighted Average Exercise Price | $0.01 |
0.08 [Member] | ' |
Summary of changes in options, warrants outstanding and exercisable | ' |
Options Outstanding, Exercise Price | $0.08 |
Options Outstanding, Number Outstanding at September 30, 2014 | 1,125,746 |
Options Outstanding, Weighted Average Remaining Contractual Life | '7 years 9 months 18 days |
Options Outstanding, Weighted Average Exercise Price | $0.08 |
0.20 [Member] | ' |
Summary of changes in options, warrants outstanding and exercisable | ' |
Options Outstanding, Exercise Price | $0.20 |
Options Outstanding, Number Outstanding at September 30, 2014 | 1,993,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | '6 years 10 months 24 days |
Options Outstanding, Weighted Average Exercise Price | $0.20 |
0.38 [Member] | ' |
Summary of changes in options, warrants outstanding and exercisable | ' |
Options Outstanding, Exercise Price | $0.38 |
Options Outstanding, Number Outstanding at September 30, 2014 | 2,965,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | '8 years 9 months 18 days |
Options Outstanding, Weighted Average Exercise Price | $0.38 |
Stock_Options_Details_Textual
Stock Options (Details Textual) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Stock Option [Member] | Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number of options exercisable | ' | 13,191,641 | 6,083,746 |
Options weighted average price | ' | $0.11 | $0.27 |
Options issued | 7,107,895 | ' | ' |
Accrued payroll and expenses | $226,506 | ' | ' |
Stock options, exercise price | $0.01 | ' | ' |
Stock option vest term | '7 years | ' | ' |
Warrants_Details
Warrants (Details) (Warrant [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Summary of changes in options, warrants outstanding and exercisable | ' |
Warrants Outstanding, Number Outstanding at September 30, 2014 | 6,031,801 |
0.50 [Member] | ' |
Summary of changes in options, warrants outstanding and exercisable | ' |
Warrants Outstanding, Exercise Price | $0.50 |
Warrants Outstanding, Number Outstanding at September 30, 2014 | 801,600 |
Warrants Outstanding, Expiration | 31-Aug-19 |
0.38 [Member] | ' |
Summary of changes in options, warrants outstanding and exercisable | ' |
Warrants Outstanding, Exercise Price | $0.38 |
Warrants Outstanding, Number Outstanding at September 30, 2014 | 580,240 |
Warrants Outstanding, Expiration | 20-Jan-20 |
0.01 [Member] | ' |
Summary of changes in options, warrants outstanding and exercisable | ' |
Warrants Outstanding, Exercise Price | $0.01 |
Warrants Outstanding, Number Outstanding at September 30, 2014 | 4,649,961 |
Warrants Outstanding, Expiration | 20-Jul-21 |
Warrants_Details_Textual
Warrants (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | |
Warrant [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Warrants issued in conjunction with short-term notes | ' | ' | 359,100 |
Warrants to six existing shareholders | ' | ' | $30,000 |
Addition warrants outstanding, issued | ' | 992,740 | ' |
Warrants Issued | 3,307,856 | ' | ' |
Stock option issued to consultants in lieu, share | 1,342,105 | ' | ' |
Stock option issued to consultants in lieu, value | 51,000 | ' | ' |
Prepaid expenses | $51,000 | ' | ' |
RelatedParty_Transactions_Deta
Related-Party Transactions (Details) (USD $) | 9 Months Ended | 49 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Related-party transactions (Textual) | ' | ' | ' |
Conversion of loan, Number of shares issued | 4,641,921 | ' | ' |
Notes payable converted into common stock | $348,500 | ' | $858,002 |
Chief Operating Officer [Member] | ' | ' | ' |
Related-party transactions (Textual) | ' | ' | ' |
Notes payable converted into common stock | 50,000 | ' | ' |
Relative Of The President [Member] | ' | ' | ' |
Related-party transactions (Textual) | ' | ' | ' |
Notes payable converted into common stock | $2,000 | ' | ' |
Restatement_of_Financial_State2
Restatement of Financial Statements (Statement of Operations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 49 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |||
Revenues: | ' | ' | ' | ' | ' | ||
Coupon revenues | $10,747 | $9,025 | $20,699 | $32,214 | $278,863 | ||
Sales refunds | ' | ' | ' | -20,000 | -20,000 | ||
Gross profit | 39,682 | 9,025 | 135,178 | 12,214 | 376,265 | ||
Operating expenses: | ' | ' | ' | ' | ' | ||
Professional fees | 443,759 | 2,110,567 | 1,883,537 | 2,905,750 | 6,188,389 | ||
Selling | 32,674 | 18,072 | 105,696 | 250,898 | 1,427,288 | ||
General and administrative | 94,051 | 59,100 | 382,668 | 395,260 | 1,751,730 | ||
Total expenses | 570,484 | 2,187,739 | 2,371,901 | 3,551,908 | 9,453,763 | ||
Net operating (loss) | -530,802 | -2,178,714 | -2,236,723 | -3,539,694 | -9,077,498 | ||
Other income (expense): | ' | ' | ' | ' | ' | ||
Interest expense | 576,038 | 108,236 | 807,809 | 257,895 | 1,316,870 | ||
Loss on extinguishment of debt | ' | -662,958 | ' | -662,958 | -662,958 | ||
Forgiveness of accrued interest | -120 | -76,419 | -6,637 | -76,419 | -83,055 | ||
Total other income (expense) | -575,918 | -694,775 | -850,542 | -844,434 | -1,946,143 | ||
Net (loss) | -1,106,720 | -2,873,489 | -3,087,265 | -4,384,128 | -11,023,641 | ||
Net loss per share, basic and fully diluted | ($0.04) | ($0.16) | ($0.12) | ($0.33) | ' | ||
Weighted average number of common shares outstanding, basic and fully diluted | 28,456,192 | 17,700,408 | 26,735,729 | 13,363,563 | ' | ||
Previously Reported | ' | ' | ' | ' | ' | ||
Revenues: | ' | ' | ' | ' | ' | ||
Coupon revenues | ' | 9,025 | ' | 32,214 | ' | ||
Sales refunds | ' | ' | ' | -20,000 | ' | ||
Gross profit | ' | 9,025 | ' | 12,214 | ' | ||
Operating expenses: | ' | ' | ' | ' | ' | ||
Professional fees | ' | 1,292,668 | [1] | ' | 2,073,600 | [2] | ' |
Selling | ' | 19,660 | ' | 252,486 | [3] | ' | |
General and administrative | ' | 61,557 | ' | 397,717 | [3] | ' | |
Total expenses | ' | 1,373,885 | ' | 2,723,803 | ' | ||
Net operating (loss) | ' | -1,364,860 | ' | -2,711,589 | ' | ||
Other income (expense): | ' | ' | ' | ' | ' | ||
Interest expense | ' | -23,630 | [3] | ' | -79,075 | [4] | ' |
Loss on extinguishment of debt | ' | ' | ' | ' | [5] | ' | |
Forgiveness of accrued interest | ' | ' | ' | ' | [5] | ' | |
Total other income (expense) | ' | -23,630 | ' | -79,075 | ' | ||
Net (loss) | ' | -1,388,490 | ' | -2,790,664 | ' | ||
Net loss per share, basic and fully diluted | ' | ($0.08) | ' | ($0.21) | ' | ||
Weighted average number of common shares outstanding, basic and fully diluted | ' | 17,700,408 | ' | 13,363,563 | ' | ||
Restatement Adjustments | ' | ' | ' | ' | ' | ||
Revenues: | ' | ' | ' | ' | ' | ||
Coupon revenues | ' | ' | ' | ' | ' | ||
Sales refunds | ' | ' | ' | ' | ' | ||
Gross profit | ' | ' | ' | ' | ' | ||
Operating expenses: | ' | ' | ' | ' | ' | ||
Professional fees | ' | 817,899 | [1] | ' | 832,150 | [2] | ' |
Selling | ' | -1,588 | ' | -1,588 | [3] | ' | |
General and administrative | ' | -2,457 | ' | -2,457 | [3] | ' | |
Total expenses | ' | 813,854 | ' | 828,105 | ' | ||
Net operating (loss) | ' | -813,854 | ' | -828,105 | ' | ||
Other income (expense): | ' | ' | ' | ' | ' | ||
Interest expense | ' | -84,606 | [3] | ' | -178,820 | [4] | ' |
Loss on extinguishment of debt | ' | -662,958 | ' | -662,958 | [5] | ' | |
Forgiveness of accrued interest | ' | 76,419 | ' | 76,419 | [5] | ' | |
Total other income (expense) | ' | -671,145 | ' | -765,359 | ' | ||
Net (loss) | ' | ($1,484,999) | ' | ($1,593,464) | ' | ||
[1] | The restatement adjustment to professional fees related to stock issued for services which was originally misclassified in prepaid expenses as well as improperly valued. | ||||||
[2] | The restatement adjustment to professional fees relates to the issuance of warrants for services which was not previously valued, which amounted to $15,000. Additionally, $750 which was originally recorded as warrants issued for services in error was reclassified. The remaining $817,900 of adjustments related to stock issued for services which was originally misclassified in prepaid expenses as well as improperly valued | ||||||
[3] | The adjustments to selling and general and administrative expenses related to misclassifications. | ||||||
[4] | The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued. | ||||||
[5] | The restatement adjustments to loss on extinguishment of debt and forgiveness of accrued interest related to loans that were modified that were not previously accounted for properly. These modifications are described in Note 7. |
Restatement_of_Financial_State3
Restatement of Financial Statements (Statement of Cash Flow) (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | 49 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | |||
Previously Reported | Restatement Adjustments | |||||||
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ||
Net loss | ($2,873,489) | ($3,087,265) | ($4,384,128) | ($11,023,641) | ($2,790,664) | ($1,593,464) | ||
Adjustment to reconcile net loss to net cash used for operating activities: | ' | ' | ' | ' | ' | ' | ||
Depreciation and amortization | ' | 17,185 | 9,910 | 56,516 | 9,285 | 625 | ||
Stock based compensation | ' | ' | 901,119 | 2,344,737 | 817,550 | 83,569 | ||
Stock, options and warrants issued for services | ' | 1,910,500 | 2,155,304 | 4,462,781 | -2,497,750 | 342,446 | ||
Stock issued in lieu of refund | ' | ' | 20,000 | 20,000 | 20,000 | ' | ||
Interest expense | 108,236 | 807,809 | 257,895 | 1,316,870 | -79,075 | [1] | -178,820 | [1] |
Loss on extinguishment of debt | ' | ' | -662,958 | -662,958 | ' | 662,958 | ||
Forgiveness of accrued interest | -76,419 | -6,637 | -76,419 | -83,055 | ' | [2] | 76,419 | [2] |
Changes in operating assets and liabilities: | ' | ' | ' | ' | ' | ' | ||
Deposits and prepaid expenses | ' | -25,156 | -6,600 | -41,505 | -1,162,847 | 1,156,247 | ||
Accounts payable and accrued expenses | ' | -17,480 | 90,514 | 373,696 | 90,514 | ' | ||
Net cash used for operating activities | ' | -360,033 | -413,837 | -1,946,355 | -483,793 | 69,956 | ||
Cash flows from investing activities | ' | ' | ' | ' | ' | ' | ||
Net cash received in asset acquisition | ' | 2,754 | 45,233 | 47,987 | 45,233 | ' | ||
Purchases of computer equipment and software | ' | ' | ' | 37,150 | -6,474 | 6,474 | ||
Net cash provided by investing activities | ' | 2,754 | 45,233 | 10,837 | 38,759 | 6,474 | ||
Cash flows from financing activities | ' | ' | ' | ' | ' | ' | ||
Proceeds from sale of common stock | ' | 7,500 | 196,000 | 839,111 | 196,000 | ' | ||
Payments of accrued interest with common stock | ' | ' | ' | ' | 76,430 | -76,430 | ||
Net proceeds from borrowings on notes payable | ' | 363,500 | 175,750 | 1,126,500 | 175,750 | ' | ||
Principal payments on notes payable | ' | ' | -10,000 | ' | -10,000 | ' | ||
Net cash used for financing activities | ' | 365,000 | 361,750 | 1,948,411 | 438,180 | -76,430 | ||
Net increase (decrease) in cash | ' | 7,721 | -6,854 | 12,893 | -6,854 | ' | ||
Cash, beginning of period | 25 | 5,172 | 84,187 | ' | 84,187 | ' | ||
Cash, end of period | $77,333 | $12,893 | $77,333 | $12,893 | $77,333 | ' | ||
[1] | The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued. | |||||||
[2] | The restatement adjustments to loss on extinguishment of debt and forgiveness of accrued interest related to loans that were modified that were not previously accounted for properly. These modifications are described in Note 7. |
Restatement_of_Financial_State4
Restatement of Financial Statements (Details Textual) (Restatement Adjustment [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restatement Adjustment [Member] | ' |
Restatement of Financial Statements (Textual) | ' |
Issuance of warrants for services | $15,000 |
Additional warrants issued for services | 750 |
Stock issued in exchange for services | $817,900 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | |
Oct. 02, 2014 | Sep. 30, 2014 | Jul. 01, 2014 | Jul. 07, 2014 | |
Conejo Deals Inc [Member] | Half Price San Diego, Inc [Member] | |||
Subsequent events (Textual) | ' | ' | ' | ' |
Business acquistion transaction, convertible note payable | ' | ' | $500,000 | ' |
Business acquistion transaction, Number of shares issued | ' | ' | 100,000 | 75,000 |
Business acquistion consideration transferred | ' | ' | 750,000 | 40,000 |
Stock issued in exchange for services, shares | ' | 44,444 | ' | ' |
Closing date of purchase agreement | ' | ' | ' | 30-Sep-14 |
Warrants Exercised | ' | 50,000 | ' | ' |
Stock issued to investor as prepaid interest expense | ' | 14,000 | ' | ' |
Issuance of convertible note | $14,000 | ' | ' | ' |
Issuance of common stock share related to conversion of notes | 88,889 | ' | ' | ' |