Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Apr. 29, 2014 | |
Document And Entity Information | ||
Entity Registrant Name | WORLDS ONLINE INC. | |
Entity Central Index Key | 1522767 | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $31,945,236 | |
Entity Common Stock, Shares Outstanding | 31,954,236 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $988,268 | $8,538 |
Accounts receivable | 50,078 | |
Due from related party | 59,486 | |
Trading securities | 3,569 | 31,181 |
Other current assets | ||
Total Current Assets | 1,101,901 | 39,719 |
Long Term Assets | ||
Website | 353,333 | |
Furniture and Equipment | 2,666 | |
Total Long Term Assets | 355,999 | |
Other Assets | ||
Deposits | 18,500 | |
Due from third party | 175,898 | |
Total othe Assets | 194,398 | |
Total Assets | 1,652,298 | 39,719 |
Current Liabilities | ||
Account payable and accrued expense | 1,076,608 | 529,639 |
Account payable related party | 295,913 | |
Due to related parties | 295,913 | |
Deferred revenue | 226,950 | 226,950 |
Other payable | 225,000 | |
Total Current Liabilities | 1,530,488 | 1,052,502 |
Notes Payables | 2,050,000 | |
Total Liabilities | 3,580,488 | 1,052,502 |
Stockholders (Deficit) | ||
Common Stock (par value $0.001 authorized 100,000,000 shares, 31,954,236 and 31,824,548 common shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively) | 31,954 | 31,825 |
Common stock subscribed but not yet issued | 32,354 | 400 |
Common Stock Warrants | 1,165,563 | 1,165,563 |
Additional Paid in Capital | 6,056,740 | -458,219 |
Accumulated Deficit | -8,978,892 | -1,752,351 |
Total stockholders deficit | -1,685,281 | -1,012,782 |
Noncontrolling interest | -242,909 | |
Total Liabilities and Stockholders Deficit | $1,652,298 | $39,719 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock issued | 31,954,236 | 31,824,548 |
Common stock outstanding | 31,954,236 | 31,824,548 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | ||
Revenue | $88,384 | $904 |
Total | 88,384 | 904 |
Cost of Revenue | 190,165 | 26,285 |
Gross Profit (loss) | -101,781 | -25,381 |
Options expense | 35,999 | 3,198 |
Common stock issued for services rendered | 94,000 | |
Amortization of intangible asset | 20,000 | |
Consulting expense | 60,000 | 60,000 |
Selling, General & Admin. | 302,270 | 122,055 |
Payroll and related taxes | 297,298 | 253,510 |
Total expenses | 715,567 | 532,764 |
Operating (loss) | 817,348 | -558,145 |
Interest expense | -56,203 | |
Loss on extinguishment of Debt | -19,078 | |
Realized loss on trading securities | ||
Realized gain on trading securities | 5,404 | 6,684 |
Unrealized loss on trading securities | 10,011 | 2,696 |
Unrealized gain on trading securities | 5,404 | 18,550 |
Goodwill impariment loss | -6,524,054 | |
Total other income (expense) | -6,603,943 | 22,538 |
Net (Loss) | -7,421,291 | -535,607 |
Less: Net loss attributable to noncontrolling interest | 201,750 | |
Net (loss) attributable to Worlds Online common shareholders | ($7,219,541) | ($535,607) |
Weighted Average Loss per share (basic and fully diluted) | ($0.23) | ($0.02) |
Weighted Average Common Shares Outstanding | 31,899,874 | 30,327,852 |
Shareholders_Equity_Deficit
Shareholders Equity Deficit (USD $) | Common Stock | Additional Paid-In Capital | Common Share subscribed but not issued | Common Stock Subscribed But Not Issued | Common Stock Warrants | Accumulated Deficit | Non-Controlling Interesst | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Beginning Balance, amount at Dec. 31, 2012 | $25,411 | ($518,180) | ||||||
Beginning Balance, shares at Dec. 31, 2012 | 25,411,549 | 400,000 | 400 | 1,165,563 | -1,186,950 | -513,755 | ||
Correct for stock dividen | 23,859 | -23,859 | ||||||
Stock Dividend, shares | 5,936,115 | 5,936,115 | ||||||
Stock Dividend, amount | 5,936 | -5,936 | ||||||
Common stock issued for accrued expense, shares | 476,884 | |||||||
Common stock issued for accrued expense, amount | 477 | 32,906 | 33,383 | |||||
Issuance of stock options to directors and officer | 3,198 | 3,198 | ||||||
Net loss for the year ended | -535,607 | -535,607 | ||||||
Ending Balance, amount at Dec. 31, 2013 | 31,824 | -458,218 | -1,012,782 | |||||
Ending Balance, shares at Dec. 31, 2013 | 31,824,548 | 400,000 | 400 | 1,165,563 | -1,752,352 | -1,012,782 | ||
Common stock issued for accrued expense, shares | 129,688 | |||||||
Common stock issued for accrued expense, amount | 130 | 29,699 | 29,828 | |||||
Issuance of stock options to directors and officer | 35,999 | 35,999 | ||||||
Aquistion of Sigal Consulting | 6,449,260 | 31,954,236 | 31,954 | 6,481,214 | ||||
Non-controlling interest | -41,159 | |||||||
Net loss for the year ended | -7,219,541 | -201,750 | -7,421,291 | |||||
Ending Balance, amount at Dec. 31, 2014 | $31,954 | $6,056,740 | $32,354 | $1,165,563 | ($8,971,892) | ($242,909) | ($1,685,281) | |
Ending Balance, shares at Dec. 31, 2014 | 31,954,236 | 32,354,236 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Statement of Cash Flows [Abstract] | |||
Net (loss) | ($7,421,291) | ($535,607) | |
Net loss attributed to noncontrolling interest | -242,909 | ||
Loss on extinguishment of Debt | 19,078 | ||
Goodwill impariment loss | 6,524,054 | ||
Amortization of intangible asset | 20,000 | ||
Realized gain on trading securities | -5,404 | -6,684 | |
Unrealized loss on trading securities | 10,355 | 2,696 | |
Unrealized gain on trading securities | -343 | -18,550 | |
Common stock issued for services rendered | 94,000 | 164,000 | |
Fair value of stock options issued to Directors | 35,999 | 3,198 | |
Accounts receivable | -50,078 | ||
Due from related party | -9,486 | ||
Other current assets | -500 | ||
Deposits | -225,898 | ||
Acounts payable and accrued expenses | 507,057 | 289,034 | |
Accounts payable related party | -302,580 | ||
Other payable | 225,000 | ||
Net cash (used in) operating activities: | -692,537 | -10,653 | |
Cash used for trading securities | -3,077 | ||
Proceeds from sales of trading securities | 23,004 | 9,922 | |
Purchase of website | -400,000 | ||
Purchase of properties | -2,666 | ||
Net cash provided by investing activities: | -379,662 | 10,607 | |
Proceeds from due to related parties | 1,930 | ||
Proceeds from convertible notes payable | 2,050,000 | ||
Net cash provided by financing activities | 2,051,930 | ||
Net increase/(decrease) in cash and cash equivalents | 979,731 | -46 | |
Cash and cash equivalents beginning of period | 8,538 | 8,585 | |
Cash and cash equivalents end of period | 998,268 | 8,538 | 8,585 |
Common stock issued for accrued expenses | 10,750 | 33,382 | |
Interest | |||
Income taxes | |||
Issurance of common stock | 5,911,534 | ||
Issuance of option -1 | 569,682 | ||
Assuming of liabilities-1 | 1,832,020 | ||
Intangible asset | -391,111 | ||
Other asset | -162,997 | ||
Goodwill (1) | -6,515,990 | ||
Non-controllling interest | -32,448 | ||
Cash Acquired | $1,210,690 |
Statements_of_Cash_Flows_Paren
Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Cash Flows [Abstract] | ||
Issuance of option -1 | $569,682 | |
Assuming of liabilities-1 | 1,832,020 | |
Goodwill (1) | ($6,515,990) |
NOTE_1_DESCRIPTION_OF_BUSINESS
NOTE 1 - DESCRIPTION OF BUSINESS & SUMMARY OF ACCTING POLICIES | 12 Months Ended | |
Dec. 31, 2014 | ||
Notes to Financial Statements | ||
NOTE 1 - DESCRIPTION OF BUSINESS & SUMMARY OF ACCTING POLICIES | ||
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES | ||
Description of Business | ||
Worlds Online Inc. (the "Company") designs and develops software content and related technologies for the creation of interactive, three-dimensional ("3D") Internet sites on the World Wide Web. Using licensed technology the Company creates its own Internet sites, as well as sites available through third party on-line service providers. | ||
The Company was formed on January 25, 2011 as a wholly-owned subsidiary of Worlds Inc. (formerly known as Worlds.com Inc.). On May 16, 2011, Worlds Inc. transferred to the Company the majority of its operations and related operational assets, except for its patent portfolio. Worlds Inc. has also given to the Company a perpetual world-wide license to its patented technology. Pursuant to the license, the Company has the right to issue unlimited sublicenses to the licensed technology, subject to World Inc.’s reasonable consent. | ||
The assets transferred to us include: Worlds Inc.’s technology platform, Worlds Ultimate Chat, Aerosmith World, DMC Worlds, Cinema Virtual, Pearson contracts and related revenue, the following URLs: Worlds.com, Cybersexworld.com, Hang.com, and Worldsfunds.com, a digital inventory of over 10,000 3D objects, animation sequences, an extensive avatar library, texture maps and virtual world architectures. None of the transferred assets have any carrying value on the financial statements of the Company. | ||
On May 19, 2014, Worlds Online Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Agreement”) between MariMed Advisors Inc. (“MariMed”), a wholly owned subsidiary of the Company, Sigal Consulting LLC (“Sigal”), a Massachusetts limited liability company, and the Members of Sigal (“Sellers”). The transaction closed on September 29, 2014. Pursuant to the Agreement, the Company acquired all of the interest in Sigal Consulting LLC through MariMed in consideration to Sellers for an aggregate amount of (i) the Company’s common stock equal to 50% of the Company’s outstanding common stock on the Closing Date; (ii) three million stock options of the Company to purchase the Company’s common stock which are exercisable over five years with various exercise prices and (iii) 49% of MariMed’s outstanding common stock. As a result, the Company indirectly owns 100% of Sigal Consulting LLC through its 51% ownership in MariMed. | ||
The transaction was accounted for as a purchase acquisition/merger wherein the Company is both accounting acquirer and legal acquirer. Accordingly, the company recorded the assets purchased and liabilities assumed as part of the merger and the portion that the fair value of the common stock issued and options granted for acquisition over the book value of Signal was recorded as goodwill, which was subsequently impaired in full. | ||
Basis of Presentation | ||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"), which contemplates continuation of the Company as a going concern. The Company will require substantial additional funds for development and marketing of its products. There can be no assurance that the Company will be able to obtain the substantial additional capital resources necessary to pursue its business plan or that any assumptions relating to its business plan will prove to be accurate. Worlds Online Inc. was not able to generate sufficient revenue or obtain sufficient financing which had a material adverse effect on Worlds Online Inc., including requiring Worlds Online Inc. to reduce operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | ||
Trading Securities | ||
Trading securities are common stock in publicly traded companies, one that was received as compensation for performing consulting services. The other was purchased as an investment. The carrying value of the investments is the market price of the shares at December 31, 2014 and December 31, 2013. Any unrealized gain or loss are recorded under other income/(expense) in the accompanying statements of operations. | ||
Cash and Cash Equivalents | ||
Cash and cash equivalents are comprised of highly liquid money market instruments, which have original maturities of three months or less at the time of purchase. | ||
Revenue Recognition | ||
The Company has the following source of revenue: VIP subscriptions to our Worlds Ultimate 3-D Chat service and consulting revenue from MariMed Advisors. The Company recognizes revenue when all of the following criteria are met: evidence of an arrangement exists such as a signed contract, delivery has occurred, the price is fixed or determinable, and collectibility is reasonable assured. This will usually be in the form of a receipt of a customer’s acceptance indicating the product has been completed to their satisfaction except for development work and service revenue which is recognized when the services have been performed. Deferred revenue represents cash payments received in advance to be recorded as revenue when earned. The corresponding cost associated with those contracts is also deferred as deferred costs until the revenue is ultimately recognized. | ||
Research and Development Costs | ||
Research and development costs will be charged to operations as incurred. | ||
Intangible Asset - Websites | ||
The Company purchased several medical marijuana related websites in 2014. The cost of these websites are being amortized using the straight line method over a period of five years. The websites are currently generating | ||
a deal flow for us and we expect the future economic benefit of those websites to be at least 5 years. | ||
Property and Equipment | ||
Property and equipment will be stated at cost. Depreciation will be provided on a straight line basis over the estimated useful lives of the assets ranging from three to five years. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Maintenance and repairs will be charged to expense in the period incurred. | ||
Impairment of Long Lived Assets | ||
The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification (“ASC”) for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. | ||
Fair Value of Financial Instruments | ||
The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in US GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | ||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date | |
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | |
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments. | ||
Accounts Payable Related Party | ||
Accounts payable related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online Inc. for shared operating expenses. | ||
Deferred Revenue | ||
Deferred revenue represents advance payments for the license, the design and development of the software, content and related technology for the creation of an interactive, 3D entertainment portal on the internet. | ||
Extinguishment of liabilities | ||
The Company accounts for extinguishment of liabilities in accordance with the guidance set forth in section 405-20 of the FASB ASC 405-20. Extinguishments of Liabilities When the conditions are met for the extinguishment accounting, the liabilities are derecognized and the gain or loss on the extinguishment is recognized. | ||
Stock-Based Compensation | ||
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB ASC for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. | ||
Income Taxes | ||
The Company accounts for income taxes under Section 740-10-30 of the FASB ASC (“ASC 740”). Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. | ||
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. | ||
Related Party Transactions | ||
The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. | ||
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | ||
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | ||
Comprehensive Income (Loss) | ||
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB ASC which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. | ||
Loss Per Share | ||
Net loss per common share is computed pursuant to section 260-10-45 of the FASB ASC. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. As of December 31, 2014, there were 8,650,000 options whose effect is anti-dilutive and not included in diluted net loss per share at December 31, 2014. The options may dilute future earnings per share. | ||
Commitments and Contingencies | ||
The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | ||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | ||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | ||
Risk and Uncertainties | ||
The Company is subject to risks common to companies in the technology industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. The Company is also subject to risks arising from it’s medical marijuana related business inasmuch as still a federally prohibited substance. | ||
Off Balance Sheet Arrangements | ||
The Company does not have any off-balance sheet arrangements. | ||
Uncertain Tax Positions | ||
The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 31, 2014 or 2013. | ||
Acquisition | ||
On September 29, 2014 the registrant's wholly-owned subsidiary, MariMed Advisors Inc. ("MariMed"), acquired all of the outstanding equity interests of Sigal Consulting LLC ("Sigal") from its members, The purchase price, which will distributed to the sellers of Sigal, consisted of 31,954,236 shares of the Company's common stock, 3 million five-year options to purchase additional shares of the registrant's common stock at prices ranging from $0.15 - $0.35 per share and which vest over two years and 49% of MariMed's outstanding equity. The fair value of the common stock issued was $5,911,534 determined by the fair value of the Company’s Common Stock on the closing date, at a price of approximately $0.185 per share. The fair value of the stock options was $569,682 measured using the Black-Scholes valuation model on the grant date, assuming approximately 1.56% risk-free interest, 0% dividend yield, 311% volatility, and expected life of five years. The fair value of common stock issued and options granted for acquisition over the book value of Signal is recorded as goodwill, which was subsequently impaired in full. One of the owners of Sigal, Robert Fireman, is a director of the Company. | ||
Subsequent Events | ||
The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. | ||
Recent Accounting Pronouncements | ||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue From Contracts WIth Customers.” This amendment outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The new guidance applies to all contracts with customers except those that are within the scope of other topics in GAAP. This amendment is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2016, and is not expected to have a material impact on the Company’s unaudited interim Consolidated Financial Statements. | ||
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2015-08, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. | ||
NOTE_2_GOING_CONCERN
NOTE 2 - GOING CONCERN | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Marketable Securities [Abstract] | |||||||||||||
NOTE 2 - GOING CONCERN | |||||||||||||
NOTE 8 - Trading Securities | |||||||||||||
Marketable equity securities | Cost | Market value | Unrealized Gain/(Loss) | ||||||||||
Paid, Inc. | $ | 13,200 | $ | 3,570 | $ | (9,630 | ) | ||||||
Global Links Corp. | $ | 381 | $ | 0 | $ | (381 | ) | ||||||
Fair market measurement at December 31, 2014 were computed using quoted prices in an active market for identified assets, (level 1 ). The shares were obtained as compensation for performing consulting services. | |||||||||||||
The unrealized loss of $10,011, and the $5,404 realized gain are included in the Company Statements of Operations for the periods ended December 31, 2014. | |||||||||||||
The unrealized gain of $18,550, the unrealized losses of $2,696, and the realized gain of $6,684 are included in the Company Statements of Operations for the periods ended December 31, 2013. | |||||||||||||
NOTE_3_USE_OF_EQUITY_AS_COMPEN
NOTE 3 - USE OF EQUITY AS COMPENSATION | 12 Months Ended |
Dec. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
NOTE 3 b USE OF EQUITY AS COMPENSATION | NOTE 3 - USE OF EQUITY AS COMPENSATION |
During the year ended December 31, 2014, the Company issued an aggregate of 129,688 shares of common stock as payment for an accrued expense with an aggregate value of $10,750. | |
During the year ended December 31, 2013, the Company had common stock issued for services rendered in the amount of $94,000, which was issued in connection with a consulting service agreement, dated April 16, 2012, with a Consultant for software development, performing such software supervisory duties on behalf of the Company as the Company’s CEO and Board of Directors may from time to time reasonably direct, in exchange for the issuance of 400,000 shares of common stock of the Company. The agreement had a term of one year effective from April 16, 2012 ending April 15, 2013. The fair value of this stock issuance was determined using the market value of the Company’s common stock on the grant date at a price of approximately $0.57 per share. Accordingly, the Company calculated the stock based compensation of $228,000 at its fair value and booked pro rata within the relative service periods. The 400,000 shares were not issued as of December 31, 2013. | |
During the year ended December 31, 2013 the Company issued an aggregate of 476,884 shares of common stock as payment for an accrued expense with an aggregate value of $33,383. | |
During the year ended December 31, 2013, Worlds Inc. retained 5,936,115 common shares in the spin off from Worlds Inc. |
NOTE_4_DEFERRED_REVENUE
NOTE 4 - DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2014 | |
Deferred Revenue Disclosure [Abstract] | |
NOTE 4 - DEFERRED REVENUE | |
NOTE 4 - DEFERRED REVENUE | |
Deferred revenue represents advance payments for the license, the design and development of the software, content and related technology for the creation of an interactive, 3D entertainment portal on the internet. During the year ended December 31, 2014, no services were provided. The deferred revenue balance is $226,950. |
NOTE_5_PROPERTY_AND_EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE 5 - PROPERTY AND EQUIPMENT | |
NOTE 5 - PROPERTY AND EQUIPMENT | |
During the year ended December 31, 2014 the Company purchased $2,666 in equipment, There was no property and equipment on the balance sheet at December 31, 2013.. |
NOTE_6_STOCK_OPTIONS
NOTE 6 - STOCK OPTIONS | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
NOTE 6 - STOCK OPTIONS | |||||||
NOTE 6 - STOCK OPTIONS | |||||||
During the year ended December 31, 2014, the Company issued 450,000 stock options to Directors of the Company. The Company issued 100,000 options to each of the Company’s independent directors, Bernard Stolar, Robert Fireman and Edward Gildea for serving as a Director in 2014. The stock options allow each director to purchase 100,000 shares of the Company’s common stock at $0.08 per share per each individual option. The options expire on January 2, 2019. The Company issued an additional 150,000 options to the new Director, Edward Gildea for joining the board during the quarter. The Company did not grant any registration rights with respect to any shares of common stock issuable upon exercise of the options. | |||||||
Accordingly, the Company recorded an expense of $35,999 during the year ended December 31, 2014 equal to the estimated fair value of the options at the date of grants. These options were granted for services to be performed. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 1.52% risk-free interest, 0% dividend yield, 375% volatility, and expected life of five years. | |||||||
In connection with the acquisition of Sigal Consulting LLC, the Company granted three million five-year stock options to the sellers of Sigal Consulting LLC at prices ranging from $0.15 - $0.35 per share and which vest over two years. The fair value of the stock options was $569,682 measured using the Black-Scholes valuation model on the grant date, assuming approximately 1.56% risk-free interest, 0% dividend yield, 311% volatility, and expected life of five years. | |||||||
During the year ended December 31, 2014, no stock options or warrants were exercised. There are no outstanding warrants as of December 31, 2014. | |||||||
During the year ended December 31, 2013, the Company issued 200,000 stock options to Directors of the Company. The Company issued 100,000 options to each of the Company’s directors, Bernard Stolar and Robert Fireman. The stock options allow each director to purchase 100,000 shares of the Company’s common stock at $0.025 per share per each individual option. The options expire on January 2, 2018. The Company did not grant any registration rights with respect to any shares of common stock issuable upon exercise of the options. | |||||||
During the period ended December 31, 2013, the Company recorded an expense of $3,198, equal to the estimated fair value of the options at the date of grants. These options were granted for services to be performed. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 0.77% risk-free interest, 0% dividend yield, 65% volatility, and expected life of five years. | |||||||
During the year ended December 31, 2013, no stock options or warrants were exercised. There are no outstanding warrants as of December 31, 2013. 979,164 options expired in 2013. | |||||||
Exercise Price per Share | Shares Under Option | Remaining Life in Years | |||||
Outstanding | |||||||
$ | 0.08 | 450,000 | 4 | ||||
$ | 0.025 | 200,000 | 3 | ||||
$ | 0.025 | 500,000 | 2.97 | ||||
$ | 0.01 | 4,500,000 | 2.67 | ||||
$ | 0.15 | 1.000,000 | 4.39 | ||||
$ | 0.25 | 1,000,000 | 4.39 | ||||
$ | 0.35 | 1,000,000 | 4.39 | ||||
8,650,000 | |||||||
Exercisable | |||||||
$ | 0.025 | 200,000 | 3 | ||||
$ | 0.025 | 500,000 | 2.97 | ||||
$ | 0.01 | 4,500,000 | 2.67 | ||||
$ | 0.15 | 1,000,000 | 4.39 | ||||
6,200,000 |
NOTE_7_INCOME_TAXES
NOTE 7 - INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
NOTE 7 - INCOME TAXES | NOTE 7 - INCOME TAXES | ||||||||
At December 31, 2014, the Company had federal and state net operating loss carry forwards of approximately $2,649,588 that expire in 2035. | |||||||||
Due to operating losses, there is no provision for current federal or state income taxes for the periods ended December 31, 2014 or 2013. | |||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes. | |||||||||
The Company’s deferred tax asset at December 31, 2014 consists of a net operating loss calculated using federal and state effective tax rates equating to approximately $1,033,000 less a valuation allowance in the amount of approximately $1,028,140. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The measurement valuation allowance increased by $349,000 and $211,201 during the 2014 and 2013 periods respectively. | |||||||||
The Company’s total deferred tax asset as of December 31, 2014 is as follows: | |||||||||
Deferred tax asset - gross | $ | 1,033,000 | |||||||
Valuation allowance | (1,033,000 | ) | |||||||
Net deferred tax asset | $ | — | |||||||
The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the periods ended December 31, 2014 and 2013 is as follows: | |||||||||
2013 | 2012 | ||||||||
Income tax computed at the federal statutory rate | 34 | % | 34 | % | |||||
Income tax computed at the state statutory rate | 5 | % | 5 | % | |||||
Valuation allowance | (39 | %) | (39 | %) | |||||
Total deferred tax asset | 0 | % | 0 | % | |||||
NOTE_8_TRADING_SECURITIES
NOTE 8 - TRADING SECURITIES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Marketable Securities [Abstract] | |||||||||||||
NOTE 8 - TRADING SECURITIES | |||||||||||||
NOTE 8 - Trading Securities | |||||||||||||
Marketable equity securities | Cost | Market value | Unrealized Gain/(Loss) | ||||||||||
Paid, Inc. | $ | 13,200 | $ | 3,570 | $ | (9,630 | ) | ||||||
Global Links Corp. | $ | 381 | $ | 0 | $ | (381 | ) | ||||||
Fair market measurement at December 31, 2014 were computed using quoted prices in an active market for identified assets, (level 1 ). The shares were obtained as compensation for performing consulting services. | |||||||||||||
The unrealized loss of $10,011, and the $5,404 realized gain are included in the Company Statements of Operations for the periods ended December 31, 2014. | |||||||||||||
The unrealized gain of $18,550, the unrealized losses of $2,696, and the realized gain of $6,684 are included in the Company Statements of Operations for the periods ended December 31, 2013. | |||||||||||||
NOTE_9_RELATED_PARTY_TRANSACTI
NOTE 9 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
NOTE 9 - RELATED PARTY TRANSACTIONS | |
NOTE 9 - RELATED PARTY TRANSACTIONS | |
The Company was formed on January 25, 2011 as a wholly-owned subsidiary of Worlds Inc. (formerly known as Worlds.com Inc.). On May 16, 2011 Worlds Inc. transferred to the Company the majority of its operations and related operational assets, except for its patent portfolio. Worlds Inc. has also given to the Company a perpetual world-wide license to its patented technology. Pursuant to the license, the Company has the right to issue unlimited sublicenses to the licensed technology, subject to World Inc.’s reasonable consent. | |
The assets transferred to the Company include: Worlds Inc.’s technology platform, Worlds Ultimate Chat, Aerosmith World, DMC Worlds, Cinema Virtual, Pearson contracts and related revenue, the following URLs: Worlds.com, Cybersexworld.com, Hang.com, and Worldsfunds.com, a digital inventory of over 10,000 3D objects, animation sequences, an extensive avatar library, texture maps and virtual world architectures. None of the transferred assets have any carrying value on the financial statements of the Company. Deferred revenue was also transferred from Worlds Inc. and it was $226,950 at December 31, 2014 and December 31, 2013. | |
Account receivable and payable related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online Inc. for shared operating expenses in 2013. The balance for 2014 is comprised of cash payments made by Worlds Online Inc. to pay back the balance and payment of some shared operating expenses on behalf of Worlds Inc. during the year. The balance at December 31, 2014 is a receivable due from Worlds Inc. in the amount of $9,426. The remaining balance in the account are balances due from Sigal Health and Sigal Holdings related to the transfer of all balances in the acquisition of Sigal consulting LLC. The balance due at December 31, 2013 was a payable due Worlds Inc. in the amount of $295,913. Included in the accompanying Balance Sheets at December 31, 2014 is the account receivable related party of $9,416 and for 2013 is an account payable related party in the amount of $295,913, payable to Worlds Inc. for payments made on shared expenses. | |
NOTE_10_COMMITMENTS_AND_CONTIN
NOTE 10 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 10 - COMMITMENTS AND CONTINGENCIES | |
NOTE 10 - Commitments and Contingencies | |
The Company is committed to an employment agreement with its President and CEO, Thom Kidrin. The agreement, dated as of August 30, 2012, is for five years with a one-year renewal option held by Mr. Kidrin. The agreement provides for a base salary of $175,000, which increases 10% on September 1 of each year; a monthly car allowance of $500; an annual bonus equal to 2.5% of Pre-Tax Income (as defined in the agreement); an additional bonus as follows: $75,000, if Pre-Tax Income for the year is between 150% and 200% of the prior fiscal year’s Pre-Tax Income or (B) $100,000, if Pre-Tax Income for the year is between 201% and 250% of the prior fiscal year’s Pre-Tax Income or (C) $200,000, if Pre-Tax Income for the year is 251% or greater than the prior fiscal year’s Pre-Tax Income, but in no event shall this additional bonus exceed five (5%) percent of Pre-Tax Income for such year; payment of up to $10,000 in life insurance premiums; options to purchase 4.5 million shares of Worlds Online Inc. common stock at an exercise price of $0.01 per share, of which one-third vested on August 30, 2012, one-third vest on August 30, 2013 and the balance vest on August 30, 2014; a death benefit of at least $2 million dollars; and a payment equal to 2.99 times his base amount (as defined in the agreement) in the event of a Change of Control (as defined in the agreement). The agreement also provides that Mr. Kidrin can be terminated for cause (as defined in the agreement) and that he is subject to restrictive covenants for 12 months after termination. The balance due Mr. Kidrin at December 31, 2014 and December 31, 2013 is $387,457 and $249,117 respectively, and are included in accrued expenses. |
NOTE_11_NONCONTROLLING_INTERES
NOTE 11- NON-CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
NOTE 11-NON-CONTROLLING INTEREST | |
NOTE 11- NON-CONTROLLING INTEREST | |
Effective September 29, 2014, in connection with the acquisition of Sigal Consulting LLC., the Company’s percentage of ownership in MariMed Advisors, Inc., its subsidiary, decreased from 100% to 51%. The acquisition resulted in an allocation of ownership interest valued at $(41,159) to the noncontrolling shareholders. | |
During December 31, 2014 year ended, $201,750 net loss are attributed to noncontrolling interest. On December 31, 2014, the noncontrolling interest is $ 242,909. |
NOTE_12_LOSS_ON_EXTINGUISHMENT
NOTE 12 - LOSS ON EXTINGUISHMENT OF DEBT | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
NOTE 12 - LOSS ON EXTINGUISHMENT OF DEBT | |
NOTE 12 - LOSS ON EXTINGUISHMENT OF DEBT | |
During the nine months ended December 31, 2014, the Company issued 129,688 shares of common stock with a $29,828 fair market value to pay off the accrued expense in amount of $10,750. The $19,078 difference between the fair market value of the common stock and the balance of accrued expense was booked as loss on extinguishment of debt. |
NOTE_13_GOODWILL_IMPAIRMENT_LO
NOTE 13 - GOODWILL IMPAIRMENT LOSS | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
NOTE 13 - GOODWILL IMPAIRMENT LOSS | |
NOTE 13 – GOODWILL IMPAIRMENT LOSS | |
On May 19, 2014, Worlds Online Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Agreement”) between MariMed Advisors Inc. (“MariMed”), a wholly owned subsidiary of the Company, Sigal Consulting LLC (“Sigal”), a Massachusetts limited liability company, and the Members of Sigal (“Sellers”). The transaction was completely closed on September 29, 2014, and an 8-K was filed on October 3, 2014. Pursuant to the Agreement, the Company acquired all of the interest in Sigal Consulting LLC through MariMed in consideration to Sellers for an aggregate amount of (i) The Company’s common stock equal to 50% of the Company’s outstanding common stock on the Closing Date; (ii) three million stock options of the Company to purchase the Company’s common stock which are exercisable over five years with various exercise price and (iii) 49% of MariMed’s outstanding common stock on the Closing Date. As a result, the Company indirectly owned 100% of Sigal Consulting LLC through its 51% ownership in MariMed. | |
The purchase price, which will distributed pro rata to the sellers as per their ownership interests of Sigal, consisted of 31,954,236 shares of the registrant's common stock, 3 million five-year options to purchase additional shares of the registrant's common stock at prices ranging from $0.15 - $0.35 per share and which vest over two years and 49% of MariMed's outstanding equity. The fair value of the common stock issued was $5,911,534 determined by the fair value of the Company’s Common Stock on the closing date, at a price of approximately $0.185 per share. The fair value of the stock options was $569,682 measured using the Black-Scholes valuation model on the grant date, assuming approximately 1.56% risk-free interest, 0% dividend yield, 311% volatility, and expected life of five years. The fair value of common stock issued and options granted for acquisition over the book value of Signal is recorded as goodwill, which is impaired in full subsequently. |
NOTE_14_SEGMENTS
NOTE 14 - SEGMENTS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
NOTE 14 - SEGMENTS | |||||||||||||
NOTE 14 - SEGMENTS | |||||||||||||
The Company follows paragraph 280 of the FASB Accounting Standards Codification for disclosures about segment reporting. This Statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. | |||||||||||||
2014 | |||||||||||||
Worlds Online | MariMed | Total | |||||||||||
Revenues | 806 | 87,578 | 88,384 | ||||||||||
Cost of sales | 7,300 | 182,865 | 190,165 | ||||||||||
Gross profit | $ | (6,494 | ) | $ | (95,287 | ) | $ | (101,781 | ) | ||||
Expenses | 6,811,352 | 508,158 | 7,319,510 | ||||||||||
Net (Loss) | $ | (6,817,846 | ) | $ | (603,445 | ) | $ | (7,421,291 | ) | ||||
2013 | |||||||||||||
WorldsOnline | MariMed | Total | |||||||||||
Revenues | 904 | — | 904 | ||||||||||
Cost of sales | 26,285 | — | 26,285 | ||||||||||
Gross profit | $ | (25,381 | ) | $ | — | $ | (25,381 | ) | |||||
Expenses | 510,226 | — | 510,226 | ||||||||||
Net (Loss) | $ | (535,607 | ) | $ | — | $ | (535,607 | ) |
NOTE_15_MATERIAL_TRANSACTION
NOTE 15 - MATERIAL TRANSACTION | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE 15 - MATERIAL TRANSACTION | NOTE 15 – MATERIAL TRANSACTION |
The Company entered into a long term lease with First State Compassion Center. The company is currently subleasing the building but has signed an Agreement of Sales with the owner. Upon First State Compassion Center securing licenses and permits for the growing and sale of medical marijuana in the state, the company will purchase the building. If the tenant is unable to secure the appropriate licenses and permits, the Agreement of Sale to purchase the building will be null and void. In addition to receiving fixed monthly rent payments, the Company will also receive as additional rent a certain percentage of the gross sales of First State with the percentage increasing as total gross sales increase. |
NOTE_16_SUBSEQUENT_EVENT
NOTE 16 SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE 16 SUBSEQUENT EVENT | |
NOTE 16 - SUBSEQUENT EVENT | |
On January 1, 2015, the Company issued a promissory note to First State Compassion Center Inc. in the amount of $1,100,000. The note carries a 12.5% interest rate and is due on December 31, 2019. During 2015, the note will act as a revolving credit line. Whatever the outstanding balance is eight months from the date of execution shall be fixed as the amount due and payable of the note, not to exceed $1,100,000. | |
First State Compassion Center is the tenant of the building which we are currently sub leasing but planning on acquiring during the year. The company entered into an Agreement of Sale to purchase the building for $1,695,000. The purchase in contingent upon the tenant securing licenses and permits for the growing and sale of medical marijuana in the state. If the tenant is unable to secure the appropriate licenses, the Agreement of Sale is null and void. |
NOTE_1_DESCRIPTION_OF_BUSINESS1
NOTE 1 - DESCRIPTION OF BUSINESS & SUMMARY OF ACCTING POLICIES (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Notes to Financial Statements | ||
Description of Business | Description of Business | |
Worlds Online Inc. (the "Company") designs and develops software content and related technologies for the creation of interactive, three-dimensional ("3D") Internet sites on the World Wide Web. Using licensed technology the Company creates its own Internet sites, as well as sites available through third party on-line service providers. | ||
The Company was formed on January 25, 2011 as a wholly-owned subsidiary of Worlds Inc. (formerly known as Worlds.com Inc.). On May 16, 2011, Worlds Inc. transferred to the Company the majority of its operations and related operational assets, except for its patent portfolio. Worlds Inc. has also given to the Company a perpetual world-wide license to its patented technology. Pursuant to the license, the Company has the right to issue unlimited sublicenses to the licensed technology, subject to World Inc.’s reasonable consent. | ||
The assets transferred to us include: Worlds Inc.’s technology platform, Worlds Ultimate Chat, Aerosmith World, DMC Worlds, Cinema Virtual, Pearson contracts and related revenue, the following URLs: Worlds.com, Cybersexworld.com, Hang.com, and Worldsfunds.com, a digital inventory of over 10,000 3D objects, animation sequences, an extensive avatar library, texture maps and virtual world architectures. None of the transferred assets have any carrying value on the financial statements of the Company. | ||
On May 19, 2014, Worlds Online Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Agreement”) between MariMed Advisors Inc. (“MariMed”), a wholly owned subsidiary of the Company, Sigal Consulting LLC (“Sigal”), a Massachusetts limited liability company, and the Members of Sigal (“Sellers”). The transaction closed on September 29, 2014. Pursuant to the Agreement, the Company acquired all of the interest in Sigal Consulting LLC through MariMed in consideration to Sellers for an aggregate amount of (i) the Company’s common stock equal to 50% of the Company’s outstanding common stock on the Closing Date; (ii) three million stock options of the Company to purchase the Company’s common stock which are exercisable over five years with various exercise prices and (iii) 49% of MariMed’s outstanding common stock. As a result, the Company indirectly owns 100% of Sigal Consulting LLC through its 51% ownership in MariMed. | ||
The transaction was accounted for as a purchase acquisition/merger wherein the Company is both accounting acquirer and legal acquirer. Accordingly, the company recorded the assets purchased and liabilities assumed as part of the merger and the portion that the fair value of the common stock issued and options granted for acquisition over the book value of Signal was recorded as goodwill, which was subsequently impaired in full. | ||
Basis of Presentation | ||
Basis of Presentation | ||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"), which contemplates continuation of the Company as a going concern. The Company will require substantial additional funds for development and marketing of its products. There can be no assurance that the Company will be able to obtain the substantial additional capital resources necessary to pursue its business plan or that any assumptions relating to its business plan will prove to be accurate. Worlds Online Inc. was not able to generate sufficient revenue or obtain sufficient financing which had a material adverse effect on Worlds Online Inc., including requiring Worlds Online Inc. to reduce operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. | ||
Use of Estimates | ||
Use of Estimates | ||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | ||
Trading Securities | Trading Securities | |
Trading securities are common stock in publicly traded companies, one that was received as compensation for performing consulting services. The other was purchased as an investment. The carrying value of the investments is the market price of the shares at December 31, 2014 and December 31, 2013. Any unrealized gain or loss are recorded under other income/(expense) in the accompanying statements of operations. | ||
Cash and Cash Equivalents | ||
Cash and Cash Equivalents | ||
Cash and cash equivalents are comprised of highly liquid money market instruments, which have original maturities of three months or less at the time of purchase. | ||
Revenue Recognition | ||
Revenue Recognition | ||
The Company has the following sources of revenue: VIP subscriptions to our Worlds Ultimate 3-D Chat service and consulting revenue from MariMed Advisors. The Company recognizes revenue when all of the following criteria are met: evidence of an arrangement exists such as a signed contract, delivery has occurred, the price is fixed or determinable, and collectibility is reasonable assured. This will usually be in the form of a receipt of a customer’s acceptance indicating the product has been completed to their satisfaction except for development work and service revenue which is recognized when the services have been performed. Deferred revenue represents cash payments received in advance to be recorded as revenue when earned. The corresponding cost associated with those contracts is also deferred as deferred costs until the revenue is ultimately recognized. | ||
Research and Development Costs | Research and Development Costs | |
Research and development costs will be charged to operations as incurred. | ||
Intangible Asset - Websites | ||
Intangible Asset - Websites | ||
The Company purchased several medical marijuana related websites in 2014. The cost of these websites are being amortized using the straight line method over a period of five years. The websites are currently generating | ||
a deal flow for us and we expect the future economic benefit of those websites to be at least 5 years. | ||
Property and Equipment | Property and Equipment | |
Property and equipment will be stated at cost. Depreciation will be provided on a straight line basis over the estimated useful lives of the assets ranging from three to five years. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Maintenance and repairs will be charged to expense in the period incurred. | ||
Impairment of Long Lived Assets | Impairment of Long Lived Assets | |
The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification (“ASC”) for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. | ||
Fair Value of Financial Instruments | ||
Fair Value of Financial Instruments | ||
The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in US GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | ||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date | |
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | |
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments. | ||
Accounts Payable Related Party | ||
Accounts Payable Related Party | ||
Accounts payable related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online Inc. for shared operating expenses. | ||
Deferred Revenue | Deferred Revenue | |
Deferred revenue represents advance payments for the license, the design and development of the software, content and related technology for the creation of an interactive, 3D entertainment portal on the internet. | ||
Extinguishment of liabilities | Extinguishment of liabilities | |
The Company accounts for extinguishment of liabilities in accordance with the guidance set forth in section 405-20 of the FASB ASC 405-20. Extinguishments of Liabilities When the conditions are met for the extinguishment accounting, the liabilities are derecognized and the gain or loss on the extinguishment is recognized. | ||
Stock-Based Compensation | ||
Income Taxes | Income Taxes | |
The Company accounts for income taxes under Section 740-10-30 of the FASB ASC (“ASC 740”). Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. | ||
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. | ||
Related Party Transactions | Related Party Transactions | |
The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. | ||
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | ||
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | ||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | |
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB ASC which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. | ||
Loss Per Share | Loss Per Share | |
Net loss per common share is computed pursuant to section 260-10-45 of the FASB ASC. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. As of December 31, 2014, there were 8,650,000 options whose effect is anti-dilutive and not included in diluted net loss per share at December 31, 2014. The options may dilute future earnings per share. | ||
Commitments and Contingencies | ||
Commitments and Contingencies | ||
The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | ||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | ||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | ||
Risk and Uncertainties | ||
Risk and Uncertainties | ||
The Company is subject to risks common to companies in the technology industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. The Company is also subject to risks arising from it’s medical marijuana related business inasmuch as still a federally prohibited substance. | ||
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements | |
The Company does not have any off-balance sheet arrangements. | ||
Uncertain Tax Positions | Uncertain Tax Positions | |
The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 31, 2014 or 2013. | ||
Acquisition | ||
Acquisition | ||
On September 29, 2014 the registrant's wholly-owned subsidiary, MariMed Advisors Inc. ("MariMed"), acquired all of the outstanding equity interests of Sigal Consulting LLC ("Sigal") from its members, The purchase price, which will distributed to the sellers of Sigal, consisted of 31,954,236 shares of the Company's common stock, 3 million five-year options to purchase additional shares of the registrant's common stock at prices ranging from $0.15 - $0.35 per share and which vest over two years and 49% of MariMed's outstanding equity. The fair value of the common stock issued was $5,911,534 determined by the fair value of the Company’s Common Stock on the closing date, at a price of approximately $0.185 per share. The fair value of the stock options was $569,682 measured using the Black-Scholes valuation model on the grant date, assuming approximately 1.56% risk-free interest, 0% dividend yield, 311% volatility, and expected life of five years. The fair value of common stock issued and options granted for acquisition over the book value of Signal is recorded as goodwill, which was subsequently impaired in full. One of the owners of Sigal, Robert Fireman, is a director of the Company. | ||
Subsequent Events | ||
Subsequent Events | ||
The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. | ||
Recent Accounting Pronouncements | ||
Recent Accounting Pronouncements | ||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue From Contracts WIth Customers.” This amendment outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The new guidance applies to all contracts with customers except those that are within the scope of other topics in GAAP. This amendment is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2016, and is not expected to have a material impact on the Company’s unaudited interim Consolidated Financial Statements. | ||
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-15, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. | ||
NOTE_6_STOCK_OPTIONS_Tables
NOTE 6 - STOCK OPTIONS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||
Stock Warrants and Options | |||||||||||
Stock options outstanding and exercisable as of December 31, 2014 are as follows: | |||||||||||
Exercise Price per Share | Shares Under Option | Remaining Life in Years | |||||||||
Outstanding | |||||||||||
$ | 0.08 | 450,000 | 4 | ||||||||
$ | 0.025 | 200,000 | 3 | ||||||||
$ | 0.025 | 500,000 | 2.97 | ||||||||
$ | 0.01 | 4,500,000 | 2.67 | ||||||||
$ | 0.15 | 1.000,000 | 4.39 | ||||||||
$ | 0.25 | 1,000,000 | 4.39 | ||||||||
$ | 0.35 | 1,000,000 | 4.39 | ||||||||
8,650,000 | |||||||||||
Exercisable | |||||||||||
$ | 0.025 | 200,000 | 3 | ||||||||
$ | 0.025 | 500,000 | 2.97 | ||||||||
$ | 0.01 | 4,500,000 | 2.67 | ||||||||
$ | 0.15 | 1,000,000 | 4.39 | ||||||||
6,200,000 |
NOTE_7_INCOME_TAXES_Tables
NOTE 7 - INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Company's total deferred tax | |||||||||
Deferred tax asset - gross | $ | 1,033,000 | |||||||
Valuation allowance | (1,033,000 | ) | |||||||
Net deferred tax asset | $ | — | |||||||
Reconciliation of income taxes | 2013 | 2012 | |||||||
Income tax computed at the federal statutory rate | 34 | % | 34 | % | |||||
Income tax computed at the state statutory rate | 5 | % | 5 | % | |||||
Valuation allowance | (39 | %) | (39 | %) | |||||
Total deferred tax asset | 0 | % | 0 | % |
NOTE_8_TRADING_SECURITIES_Tabl
NOTE 8 - TRADING SECURITIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Marketable Securities [Abstract] | |||||||||||||
Marketable equity securities | Marketable equity securities | Cost | Market value | Unrealized Gain/(Loss) | |||||||||
Paid, Inc. | $ | 13,200 | $ | 3,570 | $ | (9,630 | ) | ||||||
Global Links Corp. | $ | 381 | $ | 0 | $ | (381 | ) |
NOTE_14_SEGMENTS_Tables
NOTE 14 - SEGMENTS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Revenues | |||||||||||||
2014 | Worldsn Online | MariMed | Total | ||||||||||
Revenues | 806 | 87,578 | 88,384 | ||||||||||
Cost of sales | 7,300 | 182,865 | 190,165 | ||||||||||
Gross profit | $ | (6,494 | ) | $ | (95,287 | ) | $ | (101,781 | ) | ||||
Expenses | 6,811,352 | 508,158 | 7,319,510 | ||||||||||
Net (Loss) | $ | (6,817,846 | ) | $ | (603,445 | ) | $ | (7,421,291 | ) | ||||
2013 | |||||||||||||
Worlds Online | MariMed | Total | |||||||||||
Revenues | 904 | — | 904 | ||||||||||
Cost of sales | 26,285 | — | 26,285 | ||||||||||
Gross profit | $ | (25,381 | ) | $ | — | $ | (25,381 | ) | |||||
Expenses | 510,226 | — | 510,226 | ||||||||||
Net (Loss) | $ | (535,607 | ) | $ | — | $ | (535,607 | ) |
NOTE_6_STOCK_OPTIONS_Stock_opt
NOTE 6 - STOCK OPTIONS - Stock option table (Details) (USD $) | Dec. 31, 2014 |
Y | |
Outstanding (1) | |
Shares under options | 450,000 |
Price per shares | $0.08 |
Remaining life in years | 4 |
Outstanding (2) | |
Shares under options | 200,000 |
Price per shares | $0.03 |
Remaining life in years | 3 |
Outstanding (3) | |
Shares under options | 500,000 |
Price per shares | $0.03 |
Remaining life in years | 2.97 |
Outstanding (4) | |
Shares under options | 4,500,000 |
Price per shares | $0.01 |
Remaining life in years | 2.67 |
Outstanding (5) | |
Shares under options | 1,000,000 |
Price per shares | $0.15 |
Remaining life in years | 4.39 |
Outstanding (6) | |
Shares under options | 1,000,000 |
Price per shares | $0.25 |
Remaining life in years | 4.39 |
Outstanding (7) | |
Shares under options | 1,000,000 |
Price per shares | $0.35 |
Remaining life in years | 4.39 |
Exercisable (1) | |
Shares under options | 200,000 |
Price per shares | $0.25 |
Remaining life in years | 3 |
Exercisable (2) | |
Shares under options | 500,000 |
Price per shares | $0.03 |
Remaining life in years | 2.97 |
Exercisable (3) | |
Shares under options | 4,500,000 |
Price per shares | $0.01 |
Remaining life in years | 2.97 |
Exercisable (4) | |
Shares under options | 1,000,000 |
Price per shares | $0.15 |
Remaining life in years | 4.39 |
NOTE_7_INCOME_TAXES_Companys_t
NOTE 7 - INCOME TAXES - Company's total deferred tax (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Net operating loss | $1,033,000 |
Valuation allowance | -1,033,000 |
Net deferred tax asset |
NOTE_7_INCOME_TAXES_Reconcilia
NOTE 7 - INCOME TAXES - Reconciliation of income taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at the federal statutory rate | 34.00% | 34.00% |
Income tax computed at the state statutory rate | 5.00% | 5.00% |
Valuation allowance | 1,033,000 | |
Total deferred tax asset | $0 | $0 |
NOTE_8_TRADING_SECURITIES_Deta
NOTE 8 - TRADING SECURITIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Marketable Securities [Abstract] | ||
Marketable equity securities - Cost, Paid, Inc. | $13,200 | |
Marketable equity securities - Cost, Global Links Corp. | 381 | |
Market value - Paid, Inc. | 3,570 | |
Market value - Global Links Corp. | 0 | |
Unrialized Gain/(Loss), Paid, Inc. | 5,404 | 18,550 |
Unrialized Gain/(Loss), Global Links Corp. | ($381) |
NOTE_14_SEGMENTS_Details
NOTE 14 - SEGMENTS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $88,384 | $904 |
Gross Profit | -101,781 | -25,381 |
Worlds Online | ||
Revenues | 806 | 904 |
Cost of sales | 7,300 | 26,285 |
Gross Profit | 6,494 | -25,381 |
Expenses | 6,811,352 | 510,226 |
Net (loss) | -6,817,846 | 510,226 |
MariMed | ||
Revenues | 87,578 | |
Cost of sales | 182,865 | |
Gross Profit | -95,287 | |
Expenses | 508,158 | |
Net (loss) | ($603,445) |
NOTE_1_DESCRIPTION_OF_BUSINESS2
NOTE 1 - DESCRIPTION OF BUSINESS & SUMMARY OF ACCTING POLICIES (Details Narrative) (USD $) | Sep. 29, 2014 |
Notes to Financial Statements | |
Company inderectly owned (percentage) of Sigal Consulting LLC | 100 |
Ownership interest of Sigal consisted of (shares) | 31,954,236 |
Registrant's common stock at price per share (I) | $0.15 |
Registrant's common stock at price per share (II) | $0.35 |
Percentage of MariMed's outstanding equity | 49 |
Common stock fair value | $5,911,534 |
Common stock fair value price per share | $0.19 |
Percentag of stock option fair value measured by the Black-Sholes valuation model | $569,682 |
Risk free interest - percentage | 1.56 |
Dividend yield - percentage | 0.00% |
Volatility - percentage | 311 |
NOTE_3_USE_OF_EQUITY_AS_COMPEN1
NOTE 3 - USE OF EQUITY AS COMPENSATION (Details Narrative) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 16, 2012 | |
Y | ||||
Stockholders' Equity Note [Abstract] | ||||
Shares issued for services | $94,000 | $164,000 | ||
Aggregated shares issued | 129,688 | 476,884 | ||
Common stock issued for accrued expenses | 10,750 | 33,382 | ||
Stock Dividend, shares issued | 5,936,115 | 23,859,248 | ||
Term of Agreement | 1 | |||
Fair value of common stock price | $0.57 | |||
Base compensation | $228,000 | |||
Shares not issued | 400,000 |
NOTE_4_DEFERRED_REVENUE_Detail
NOTE 4 - DEFERRED REVENUE (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Revenue | $226,950 | $226,950 |
NOTE_5_PROPERTY_AND_EQUIPMENT_
NOTE 5 - PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Purchase of Equipment | $2,666 |
NOTE_6_STOCK_OPTIONS_Details_N
NOTE 6 - STOCK OPTIONS (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Y | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock option granted - total | 450,000 | 200,000 |
Stock options granted - each director | 100,000 | 100,000 |
Shares to be purchase upon option exercise - each director | 100,000 | 100,000 |
Price per share | 8.00% | 25.00% |
Additional shares issued to new Director Edward Gildea | 150,000 | 100,000 |
Expense recorded | $35,999 | $3,198 |
Fair market value using a Black-Scholes option | 152.00% | |
Dividend yield percentage | 0.00% | 0.00% |
Volatily | 37.50% | 6500.00% |
Options expired | 979,164 | |
Stock option-Sigal Consulting | 3,000,000 | |
Term | 5 | |
Price per share - low | $0.15 | |
Price per share - high | $0.35 | |
Fair market value using Black-Scholes option | $569,682 | |
Risk free interest | 1.56 | |
Dividend yield | 0.00% | 0.00% |
Volatily-2 | 311 |
NOTE_7_INCOME_TAXES_Details_Na
NOTE 7 - INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net operating loss carry forward | $2,636,255 | |
Deferred tax asset consist of a net operating loss calculated using federal and state effective tax rates equating to | 1,028,140 | |
Valuation allowance | 1,033,000 | |
Valuation allowance increased by | $349,000 | $211,201 |
NOTE_8_TRADING_SECURITIES_Deta1
NOTE 8 - TRADING SECURITIES (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 8 - Trading Securities Details Narrative | ||
Unrealized loss | $10,011 | $2,696 |
Unrealized gain | 5,404 | 18,550 |
Reallized gain | $6,684 |
NOTE_9_RELATED_PARTY_TRANSACTI1
NOTE 9 - RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ||
Deferred revenue | $226,950 | $226,950 |
Balance due to related parties | 295,913 | |
Balance due from related parties | $9,416 |
NOTE_10_COMMITMENTS_AND_CONTIN1
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 30, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Base salary - president | $175,000 | ||
Annual increase rate | 0.1 | ||
Car allowance per month | 500 | ||
Anual bonus rate | 25.00% | ||
Additional bonus 1 | 75,000 | ||
Minimum Pre-Tax income increase rate | 15000.00% | ||
Maximum Pre-Tax income increase rate | 200 | ||
Additional bonus 2 | 100,000 | ||
Pre-Tax income increase rate - minimum | 20100.00% | ||
Pre-Tax income increase rate - maximum | 25000.00% | ||
Additional bonus 3 | 200,000 | ||
Pre-Tax income increase rate - minimum | 25100.00% | ||
Additional bonus to pre-tax income - maximum | 500.00% | ||
Life insurance premiums | 10,000 | ||
Options granted | 4,500,000 | ||
Options exercise price | $0.01 | ||
Death benefit | 2,000,000 | ||
Times of base amount upon change of control | 2.99 | ||
Salary balance due and included accrued expenses | $387,457 | $249,117 |
NOTE_11_NONCONTROLLING_INTERES1
NOTE 11 - NON-CONTROLLING INTEREST (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Percentage of ownership in MariMed Advisors, Inc.I | 1 |
Percentage of ownership in MariMed Advisors, Inc. II | 51 |
Allocation of ownership interest value | ($41,159) |
Net loss - non-controlling interest | 201,750 |
Interest Non-controlling | $242,909 |
NOTE_12_LOSS_ON_EXTINGUISHMENT1
NOTE 12 - LOSS ON EXTINGUISHMENT OF DEBT (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Shares Issued | 129,688 |
Fair Market Value | $29,828 |
Accrued Expense | 10,750 |
Difference between fair market value and accrued expense | $19,078 |
NOTE_13_GOODWILL_IMPAIRMENT_LO1
NOTE 13 - GOODWILL IMPAIRMENT LOSS (Details Narrative) (USD $) | Sep. 29, 2014 |
Accounting Policies [Abstract] | |
Company inderectly owned (percentage) of Sigal Consulting LLC | 100 |
Ownership interest of Sigal consisted of (shares) | 31,954,236 |
Registrant's common stock at price per share (I) | $0.15 |
Registrant's common stock at price per share (II) | $0.35 |
Percentage of MariMed's outstanding equity | 49 |
Common stock fair value | $5,911,534 |
Common stock fair value price per share | $0.19 |
Percentag of stock option fair value measured by the Black-Sholes valuation model | $569,682 |
Risk free interest - percentage | 1.56 |
Dividend yield - percentage | 0.00% |
Volatility - percentage | 311 |
NOTE_16_SUBSEQUENT_EVENT_Detai
NOTE 16 - SUBSEQUENT EVENT (Details Narrative) (USD $) | Jan. 01, 2015 |
Notes to Financial Statements | |
Promisory Note - First State Compassion Center, Inc. | $1,100,000 |
Interest Rate | 12.5 |
[custom:Balancedue | 1,100,000 |
Purchase of building | $1,695,000 |