| Document And Entity Information | 9 Months Ended | ||
| Sep. 30, 2013 | Nov. 13, 2013 | Nov. 13, 2013 | |
| Common Class A [Member] | Common Class B [Member] | ||
| Document Information [Line Items] | ' | ' | ' |
| Document Type | '10-Q | ' | ' |
| Amendment Flag | 'false | ' | ' |
| Document Period End Date | 30-Sep-13 | ' | ' |
| Document Fiscal Year Focus | '2013 | ' | ' |
| Document Fiscal Period Focus | 'Q3 | ' | ' |
| Entity Common Stock, Shares Outstanding | ' | 19,891,794 | 0 |
| Entity Registrant Name | 'SOCIAL REALITY, Inc. | ' | ' |
| Entity Central Index Key | '0001538217 | ' | ' |
| Current Fiscal Year End Date | '--12-31 | ' | ' |
| Entity Filer Category | 'Smaller Reporting Company | ' | ' |
| CONDENSED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
| Current assets: | ' | ' |
| Cash and cash equivalents | $145,818 | $105,987 |
| Accounts receivable, net of allowance for doubtful accounts of $0 | 481,101 | 53,821 |
| Tax refunds receivable | ' | 38,000 |
| Other current assets | 5,402 | 5,000 |
| Total current assets | 632,321 | 202,808 |
| Property and equipment, net of accumulated depreciation of $7,500 and $3,000 | 10,500 | 15,000 |
| Deferred offering costs | 14,539 | ' |
| Prepaid fees | 1,333,247 | 58,834 |
| Other assets | 3,555 | 3,555 |
| Total assets | 1,994,162 | 280,197 |
| Current liabilities: | ' | ' |
| Accounts payable and accrued expenses | 1,097,516 | 302,057 |
| Note payable | 371,297 | ' |
| Common stock put liability payable | 175,000 | ' |
| Total current liabilities | 1,643,813 | 302,057 |
| Stockholders' equity (deficit) | ' | ' |
| Additional paid in capital | 3,079,148 | 1,224,087 |
| Accumulated deficit | -2,743,351 | -1,258,859 |
| Total stockholders' equity (deficit) | 350,349 | -21,860 |
| Total liabilities and stockholders' equity (deficit) | 1,994,162 | 280,197 |
| Common Class A [Member] | ' | ' |
| Stockholders' equity (deficit) | ' | ' |
| Common stock | 5,466 | 3,912 |
| Common Class B [Member] | ' | ' |
| Stockholders' equity (deficit) | ' | ' |
| Common stock | 9,000 | 9,000 |
| Preferred Stock [Member] | ' | ' |
| Stockholders' equity (deficit) | ' | ' |
| Preferred stock | ' | ' |
| Series 1 Preferred Stock [Member] | ' | ' |
| Stockholders' equity (deficit) | ' | ' |
| Preferred stock | $86 | ' |
| CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
| Allowance for doubtful accounts | $0 | $0 |
| Accumulated depreciation | $7,500 | $3,000 |
| Preferred Stock, par value per share | $0.00 | ' |
| Preferred Stock, shares authorized | 50,000,000 | ' |
| Common Stock, shares authorized | 259,000,000 | ' |
| Common Class A [Member] | ' | ' |
| Common Stock, shares authorized | 250,000,000 | 250,000,000 |
| Common Stock, par value per share | $0.00 | $0.00 |
| Common Stock, shares issued | 5,465,804 | 3,912,129 |
| Common Stock, shares outstanding | 5,465,804 | 3,912,129 |
| Common Class B [Member] | ' | ' |
| Common Stock, shares authorized | 9,000,000 | 9,000,000 |
| Common Stock, par value per share | $0.00 | $0.00 |
| Common Stock, shares issued | 9,000,000 | 9,000,000 |
| Common Stock, shares outstanding | 9,000,000 | 9,000,000 |
| Preferred Stock [Member] | ' | ' |
| Preferred Stock, par value per share | $0.00 | $0.00 |
| Preferred Stock, shares authorized | 49,800,000 | 49,800,000 |
| Preferred Stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Series 1 Preferred Stock [Member] | ' | ' |
| Preferred Stock, par value per share | $0.00 | $0.00 |
| Preferred Stock, shares authorized | 200,000 | 200,000 |
| Preferred Stock, shares issued | 86,000 | 0 |
| Preferred stock, shares outstanding | 86,000 | 0 |
| CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
| CONDENSED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' |
| Revenues | $853,338 | $242,799 | $1,519,999 | $1,073,214 |
| Cost of revenue | 671,412 | 78,025 | 1,077,098 | 498,139 |
| Gross profit | 181,926 | 164,774 | 442,901 | 575,075 |
| Operating expense | 864,394 | 481,456 | 1,614,340 | 1,368,061 |
| Loss from operations | -682,468 | -316,682 | -1,171,439 | -792,986 |
| Interest expense | -147,148 | ' | -313,053 | ' |
| Loss before provision for income taxes | -829,616 | -316,682 | -1,484,492 | -792,986 |
| Provision for income taxes | ' | ' | ' | ' |
| Net loss | ($829,616) | ($316,682) | ($1,484,492) | ($792,986) |
| Net loss per share, basic and diluted | ($0.06) | ($0.02) | ($0.11) | ($0.06) |
| Weighted average shares outstanding | 13,801,891 | 12,912,129 | 13,295,851 | 12,819,481 |
| CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
| Sep. 30, 2013 | Sep. 30, 2012 | |
| Cash flows from operating activities: | ' | ' |
| Net loss | ($1,484,492) | ($792,986) |
| Adjustments to reconcile net loss to net cash used inoperating activities: | ' | ' |
| Amortization of stock based prepaid fees | 85,503 | 49,089 |
| Stock based compensation | 493,785 | 31,770 |
| Amortization of debt issuance costs | 274,737 | ' |
| Depreciation | 4,500 | 1,500 |
| Changes in operating assets and liabilities: | ' | ' |
| Accounts receivable | -427,280 | 423,531 |
| Prepaid expenses | ' | -85,821 |
| Tax refunds receivable | 38,000 | ' |
| Other current assets | -402 | 200 |
| Other assets | ' | -3,555 |
| Accounts payable and accrued expenses | 798,459 | -178,246 |
| Deferred tax liability | ' | -38,000 |
| Cash used in operating activities | -217,190 | -592,518 |
| Cash flows from investing activities: | ' | ' |
| Purchase of equipment | ' | -18,000 |
| Cash used in investing activities | ' | -18,000 |
| Cash flows from financing activities: | ' | ' |
| Proceeds from note payable, net | 486,425 | ' |
| Repayments of note payable | -178,703 | ' |
| Deferred offering costs | -14,539 | ' |
| Debt issuance costs | -36,162 | ' |
| Sale of common stock | ' | 472,959 |
| Cash provided by financing activities | 257,021 | 472,959 |
| Net increase (decrease) in cash | 39,831 | -137,559 |
| Cash, beginning of period | 105,987 | 221,664 |
| Cash, end of period | 145,818 | 84,105 |
| Supplemental Schedule of Cash Flow Information: | ' | ' |
| Cash paid for interest | 37,318 | ' |
| Cash paid for taxes | -38,000 | 38,000 |
| Non-cash financial activities: | ' | ' |
| Fees and costs deducted from proceeds of debt | 63,575 | ' |
| Common and preferred stock issued as prepayment for services | 1,235,000 | ' |
| Common stock warrant issued as prepayment for services | 124,916 | ' |
| Common stock issued as payment of financing fee | 175,000 | ' |
| Common stock issued as payment of accounts payable | 3,000 | ' |
| Contribution of member interests (net assets) in Social Reality, LLC in exchange for common stock | ' | $575,194 |
| Organization and Summary of Significant Accounting Policies | 9 Months Ended |
| Sep. 30, 2013 | |
| Organization and Summary of Significant Accounting Policies [Abstract] | ' |
| Organization and Summary of Significant Accounting Policies | ' |
| Note 1 - Organization and Summary of Significant Accounting Policies. | |
| Organization and Nature of Operations | |
| Social Reality, Inc. ("Social Reality", "we", "us" or "the Company") is a Delaware corporation formed on August 2, 2011. Effective January 1, 2012 we acquired all of the member interests and operations of Social Reality, LLC, a California limited liability company formed on August 14, 2009, which began business in May of 2010, in exchange for 12,328,767 shares of our Class A and Class B common stock. The former members of Social Reality, LLC owned all of our common stock after the acquisition. Social Reality, LLC is referred to as our predecessor in these financial statements. | |
| Currently, our principal source of revenue is through the provision of inventory to real time bidding exchanges (RTB) through our network of website partners. We provide the service of yield optimization for these partners and deliver the highest possible price for inventory provided from our partners to the exchange. | |
| We offer our customers a number of pricing options including cost-per-thousand-impression ("CPM"), whereby our customers pay based on the number of times the target audience is exposed to the advertisement, and cost-per-engagement ("CPE"), whereby payment is triggered only when an individual takes a specific activity. | |
| Social Reality is also an approved and accredited Facebook advertising network company. We sell targeted and measurable online advertising campaigns and programs to brand advertisers and advertising agencies across large Facebook apps and large websites, generating qualified Facebook likes and quantifiable engagement for our clients, driving online sales and increased brand equity. We also create custom applications for brands both large and small that leverage traffic on our partner sites to seed the applications to help them go viral. | |
| We create these applications as custom programs and build them on a campaign by campaign basis as well as offer them on a managed or self-service subscription basis through our GroupAd platform. GroupAd allows brand marketers to select from a number of pre-created applications and then deploy them into their social media channels. | |
| We are headquartered in Los Angeles, California. | |
| Basis of Presentation | |
| The accompanying condensed financial statements are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. | |
| These interim financial statements as of and for the three and nine months ended September 30, 2013 and 2012 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013 or for any future period. All references to September 30, 2013 and 2012 in these footnotes are unaudited. | |
| These unaudited condensed financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2012, included in the Company's annual report on Form 10-K filed with the SEC on April 1, 2013. | |
| The condensed balance sheet as of December 31, 2012 has been derived from the audited financial statements at that date but does not include all disclosures required by the accounting principles generally accepted in the United States of America. | |
| The accompanying unaudited condensed financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Continuation of the Company as a going concern is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and increase revenue. Our ability to continue to grow our revenues and market share has been bolstered by recently completed private offerings. As described in Note 4, Subsequent Events, in October 2013 and November 2013, we raised approximately $2.44 million in net proceeds through the sale of our securities. We used approximately $531,000 of these proceeds to pay off our note described in Note 2 and redeem certain shares we had issued it as additional compensation under the terms of the credit agreement. The balance of the proceeds provides sufficient working capital to us for at least 12 months based upon our level of current operations. | |
| Use of Estimates | |
| Accounting principles generally accepted in the United States require management of the Company to make estimates and assumptions in the preparation of these financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. | |
| The most significant area that requires management judgment and which is susceptible to possible change in the near term include the Company's revenue recognition policies, discussed elsewhere in these financial statements. | |
| Cash and Cash Equivalents | |
| The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. | |
| Revenue Recognition | |
| The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured, and the fees are fixed or determinable. The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions. Revenue is recognized on a gross basis, and publisher expenses that are directly related to a revenue-generating event are recorded as a component of cost of revenue. | |
| In the past, certain of our revenues from certain sales of targeted and measurable online advertising campaigns and programs to brand advertisers and advertising agencies were recognized on a net basis as the payments to the websites on which the advertising is placed for these specific transactions were based on cash actually collected from the advertisers and agencies, rather than the actual fees billed to the advertisers and agencies. | |
| Cost of Revenue | |
| Cost of revenue consists of payments to website publishers that are directly related to a revenue-generating event and project and application design costs. The Company becomes obligated to make payments related to website publishers in the period the advertising impressions, click-throughs, actions or lead-based information are delivered or occur. Such expenses are classified as cost of revenue in the corresponding period in which the revenue is recognized in the accompanying income statement. | |
| Accounts Receivable | |
| Credit is extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company's accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. No allowance was recorded as of September 30, 2013 and December 31, 2012. The Company usually does not require collateral. | |
| Concentration of Credit Risk, Significant Customers and Supplier Risk | |
| Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited in the United States. The balances in the United States held at any one financial institution are generally in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. | |
| At September 30, 2013, our RTB exchange service provider accounted for more than 10% of the accounts receivable balance, for a total of 88%. For the nine months ended September 30, 2013 no one customer accounted for 10% or more of total revenue. However, 79% of our revenue was collected and paid to us by our RTB exchange service provider. For the nine months ended September 30, 2012 four customers accounted for 84% of total revenue (of which $200,000, or 19%, was from a related party). | |
| Fair Value of Financial Instruments | |
| The Company's financial instruments, including cash and cash equivalents, net accounts receivable, accounts payable and accrued expenses, note payable and put liability payable, are carried at historical cost. At September 30, 2013 and December 31, 2012 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. | |
| Loss Per Share | |
| We use ASC 260, "Earnings Per Share" for calculating the basic and diluted loss per share. We compute basic loss per share by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. There were 1,629,001 and 185,000 common share equivalents at September 30, 2013 and 2012, respectively. For the three and nine months ended September 30, 2013 and 2012 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. | |
| Recently Issued Accounting Standards | |
| Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
| Note Payable | 9 Months Ended |
| Sep. 30, 2013 | |
| Note Payable [Abstract] | ' |
| Note Payable | ' |
| Note 2 - Note Payable. | |
| Termination Agreement: | |
| During October 2013 we paid all amounts due under the credit facility with TCA Global Credit Master Fund, LP (the "Lender" or "TCA") described below, aggregating $550,000. Following the repayment of the credit facility, in October 2013 we entered into a Termination Agreement with TCA whereby we terminated the Amended Credit Agreement and all of our obligations thereunder. As part of this Termination Agreement, we also redeemed the 174,010 shares issued to TCA pursuant to the credit facility, thereby terminating any obligations under the make whole provisions of the Termination Agreement. We paid TCA $175,000 to redeem the shares. | |
| Credit Facility: | |
| Effective February 22, 2013, the Company entered into a senior secured revolving credit facility agreement (the "Credit Agreement") with TCA Global Credit Master Fund, LP (the "Lender" or "TCA"). Pursuant to the Credit Agreement, the Lender agreed to loan up to $5,000,000 for working capital purposes. A total of $300,000 was funded by Lender in connection with the closing and we received net proceeds of $257,850. The amounts borrowed pursuant to the Credit Agreement were evidenced by a revolving promissory note ("Revolving Note"), the repayment of which was secured by a security agreement ("Security Agreement") executed by the Company. Pursuant to the Security Agreement, the repayment of the Revolving Note was secured by a security interest in substantially all of our assets in favor of Lender. The initial Revolving Note in the amount of $300,000 was due and payable along with interest thereon on August 22, 2013, unless extended an additional six months so long as no Event of Default has occurred, and bore interest at the rate of 18% per annum. | |
| We also agreed to pay Lender various fees during the term of the Credit Agreement, including a $1,500 asset monitoring fee (which increases as additional amounts are borrowed under the Credit Agreement) due each quarter that the Credit Agreement is outstanding, a commitment fee of 4 % of the revolving loan commitment and 2% of any increase in the amount thereof, other associated fees as more fully disclosed in the Credit Agreement. We also paid Lender due diligence and document review fees of $22,500 in connection with the closing. In total, we incurred $42,150 in fees, expenses and other costs at closing which were deducted from the proceeds, and netted $257,850 in connection with the execution of the Credit Agreement. | |
| We also agreed to pay Lender a fee of $100,000, payable in the form of 99,010 shares of Class A common stock (the "Facility Fee Shares"). In the event that Facility Fee Shares were sold for less than $100,000, we were required to pay Lender the balance of $100,000 less the amount of proceeds from the sale or, alternatively, issue additional shares in an amount as to reach the $100,000 aggregate. Because of the potential of the transfer of assets to settle this fee, we have recorded $100,000 as a liability on the balance sheet at September 30, 2013 (see Termination Agreement above). | |
| In total, we incurred costs aggregating $166,633, including the amount allocated to the Facility Fee Shares. These costs are being amortized over the term on the note. During the three and nine months ended September 30, 2013 we have amortized $48,525 and $166,633, respectively, of these costs as interest expense and the costs have been fully amortized at September 30, 2013. | |
| Credit Facility Amendment: | |
| On June 11, 2013, we entered into the First Amendment to Credit Agreement (the "Amended Credit Agreement") which increased our credit line to $550,000. The amounts borrowed pursuant to the Amended Credit Agreement were evidenced by a convertible Replacement Revolving Note in the principal amount of $550,000 (the " Amended Revolving Note "), due August 22, 2013, which amended, restated and replaced the initial revolving note delivered TCA in February 2012. | |
| The Amended Revolving Note also included a new make-whole provision. In the event TCA should elect to convert the note pursuant to its terms, and if upon the sale of those shares of our Class A common stock it did not realize net proceeds equal to the principal amount and accrued interest due under the note so converted, we were obligated to issue TCA additional shares of our Class A common stock at a per share price equal to the average volume weighted price of our Class A common stock during the five business days before the notice of conversion. | |
| Upon the closing of the second draw under the Credit Agreement, we paid TCA a transaction advisory fee of 2% ($5,000), due diligence fees of $2,500, legal fees of TCA's counsel and out of pocket charges of $8,925 and a finder's fee of $5,000 to Meyers Associates, LP, a broker dealer. In total, we incurred $21,425 in fees, expenses and other costs at closing which were deducted from the proceeds, and netted $228,575 in connection with the execution of the second draw under the Credit Agreement. Under the terms of the Amended Credit Agreement, the asset monitoring fee was also increased to $2,000 per calendar quarter. | |
| We also paid TCA an advisory fee of $75,000 which was paid through the issuance of 75,000 shares of our Class A common stock (the "Advisory Shares"). In the event TCA did not receive at least $75,000 in net proceeds from the sale of those Advisory Shares, we were obligated to issue TCA additional shares of our Class A common stock in an amount sufficient that, when sold, provided net proceeds to TCA equal to the $75,000 advisory fee. Because of the potential of the transfer of assets to settle this fee, we have recorded $75,000 as a liability on the balance sheet at September 30, 2013 (see Termination Agreement above). | |
| In total, we incurred costs aggregating $108,104, including the amount allocated to the Advisory Shares. These costs are being amortized over the term of the note. During the three and nine months ended September 30, 2013 we have amortized $78,487 and $108,104, respectively, of these costs as interest expense and the costs have been fully amortized at September 30, 2013. |
| Stockholders' Equity | 9 Months Ended | ||
| Sep. 30, 2013 | |||
| Stockholders' Equity [Abstract] | ' | ||
| Stockholders' Equity | ' | ||
| Note 3 - Stockholders' Equity. | |||
| We are authorized to issue 50,000,000 of preferred stock, par value $0.001. | |||
| We are authorized to issue an aggregate of 259,000,000 shares of common stock. Our certificate of incorporation provides that we will have two classes of common stock: Class A common stock (authorized 250,000,000 shares, par value $0.001), which has one vote per share, and Class B common stock (authorized 9,000,000 shares, par value $0.001), which has ten votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Otherwise the rights of the two classes of common stock are identical. | |||
| Preferred Stock | |||
| On August 16, 2013 the Board of Directors of Social Reality, Inc. approved a Certificate of Designations, Rights and Preferences pursuant to which it designated a series consisting of 200,000 shares of its blank check preferred stock as Series 1 Preferred Stock. The designations, rights and preferences of the Series 1 Preferred Stock are as follows: | |||
| · | each share has a stated and liquidation value of $0.001 per share, | ||
| · | the shares do not pay any dividends, except as may be declared by our Board of Directors, and are not redeemable, | ||
| · | the shares do not have any voting rights, except as may be provided under Delaware law, | ||
| · | each share is convertible into 10 shares of our Class A common stock, subject to customary anti-dilution provisions in the event of stock splits, recapitalizations and similar corporate events, and | ||
| · | the number of shares of Series 1 Preferred Stock, as well as the number of shares of Class A common stock issued upon a conversion of shares of Series 1 Preferred Stock, that a holder may sell, transfer, assign, hypothecate or otherwise dispose of (collectively or severally, a "Disposition") at any one time shall be limited to an amount which is pari passu to any Disposition of Class A common stock by either Christopher Miglino and/or Erin DeRuggerio, executive officers and directors of our company. Notwithstanding anything contained in the designations, the holder of Series 1 Preferred Stock is not obligated to make any Dispositions of Series 1 Preferred Stock or Class A common stock issued upon the conversion of Series 1 Preferred Stock. | ||
| During August 2013 we issued 86,000 shares of Series 1 Preferred Stock, valued at $817,000, pursuant to a consulting agreement with a three year term. We will expense the value of the shares over that three year period. During three and nine months ended September 30, 2013, we recorded expense of $34,042. | |||
| Common Stock | |||
| During January 2013 we issued 5,000 shares of Class A common stock, valued at $5,000, as payment for legal services. | |||
| During February 2013 we issued 51,665 shares of Class A common stock upon the vesting of common stock awards. | |||
| During February 2013 we issued 99,010 shares of Class A common stock pursuant to the revolving credit facility agreement described above. | |||
| During June 2013 we issued 75,000 shares of Class A common stock pursuant to the revolving credit facility agreement described above. | |||
| During August 2013 we issued 440,000 shares of Class A common stock, valued at $418,000, pursuant to a consulting agreement with a three year term. We will expense the value of the shares over that three year period. During three and nine months ended September 30, 2013, we recorded expense of $17,417. | |||
| During August 2013 we issued 300,000 shares of Class A common stock, valued at $285,000, to a director upon his appointment to the board. We have expensed the value of the shares upon grant. | |||
| During August 2013 we issued 30,000 shares of Class A common stock, valued at $28,500, as payment for consulting services. | |||
| During August 2013 we issued 550,000 shares of Class A common stock pursuant to a restricted stock award. | |||
| Stock Awards | |||
| During January 2013 we granted an aggregate of 50,000 Class A common stock awards to two employees. The shares will vest upon the one year anniversary of the grant date. Compensation expense will be recognized over the vesting period. During the three and nine months ended September 30, 2013 we recorded $12,500 and $37,500, respectively, of compensation expense related to these awards. | |||
| On April 1, 2013 we granted 25,000 Class A common stock awards to a contract employee. The shares will vest upon the one year anniversary of the grant date. Compensation expense will be recognized over the vesting period. During the three and nine months ended September 30, 2013, we recorded $6,250 and $12,500 of compensation expense related to this award. | |||
| On August 16, 2013 we issued 550,000 shares of Class A common stock pursuant to a restricted stock award to an employee. Of this award, 45,833 shares vested upon grant and the balance will vest quarterly over 2.75 years. Compensation expense will be recognized over the vesting period. During the three and nine months ended September 30, 2013, we recorded $65,313 of compensation expense related to this award. | |||
| During the three and nine months ended September 30, 2013 we recorded expense of $14,938 and $41,051, respectively, related to stock awards granted in 2012. Unvested 2012 awards of 3,334 shares were forfeited in 2013. | |||
| Stock Options and Warrants | |||
| During January 2013 we granted an aggregate of 106,500 Class A common stock options to three employees. The options will vest ratably over a period of three years commencing on the grant date and vesting on each one year anniversary. The options have an exercise price of $ 1.00 per share and a term of five years. These options have a grant date fair value of $0.28 per option, determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.375%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our Class A common stock of 40%; and (4) an expected life of the options of 3 years. We have recorded an expense for the employee options of $2,485 and $7,455 for the three and nine months ended September 30, 2013, respectively. | |||
| During February 2013 we granted 12,000 Class A common stock options to a director. The options will vest quarterly over one year. The options have an exercise price of $1.00 per share and a term of five years. These options have a grant date fair value of $ 0.23 per option, determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.375 %; (2) dividend yield of 0 %; (3) volatility factor of the expected market price of our Class A common stock of 40 %; and (4) an expected life of the options of 2 years. We have recorded an expense for the director options of $690 and $1,840 for the three and nine months ended September 30, 2013, respectively. | |||
| On April 1, 2013 we granted 50,000 Class A common stock options to a director. The options will vest ratably over a period of three years commencing on the grant date and vesting on each one year anniversary. The options have an exercise price of $1.00 per share and a term of five years. These options have a grant date fair value of $0.29 per option, determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.25 %; (2) dividend yield of 0 %; (3) volatility factor of the expected market price of our Class A common stock of 42 %; and (4) an expected life of the options of 3 years. We have recorded an expense for the director options of $1,194 and $2,388 for the three and nine months ended September 30, 2013, respectively. | |||
| On April 1, 2013 we granted an aggregate of 100,000 Class A common stock options to two non-employees. The options will vest ratably over a period of three years commencing on the grant date and vesting on each one year anniversary. The options have an exercise price of $1.00 per share and a term of five years. During the three and nine months ended September 30, 2013 we have recorded an expense of $3,276 and $5,621, respectively, related to the fair value of the options expected to vest, determined using the Black-Scholes method based on the following weighted average assumptions: (1) risk free interest rate of 1.375%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our Class A common stock of 51%; and (4) an expected life of the options of 4.75 years. | |||
| During the three and nine months ended September 30, 2013 we recorded expense of $109 and $1,617, respectively, related to stock options granted in 2012. Unvested 2012 options of 20,000 options were forfeited in 2013. | |||
| On August 22, 2013 we granted an aggregate of 250,000 Class A common stock warrants pursuant to an agreement for investment banking services to be provided over a three year period. The warrants vested upon grant. The exercise price of the warrants will equal the exercise price of warrants subsequently issued in an organized distribution of our securities; provided, however, that if no such organized distribution occurs within twelve months from the date of the agreement, the exercise price of the warrant shall be at an exercise price equal to $0.75 per share. These warrants have a grant date fair value of $124,916, determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 1.50%; (2) dividend yield of 0 %; (3) volatility factor of the expected market price of our Class A common stock of 52%; (4) an expected life of the warrants of 5 years; and (5) an exercise price of $0.75 per share. We have recorded an expense for the warrants of $4,627 for the three and nine months ended September 30, 2013, respectively. | |||
| Subsequent Events | 9 Months Ended |
| Sep. 30, 2013 | |
| Subsequent Events [Abstract] | ' |
| Subsequent Events | ' |
| Note 4 - Subsequent Events | |
| On October 4, 2013, 9,000,000 shares of our Class B common stock was converted into an aggregate of 9,000,000 shares of our Class A common stock pursuant to the terms of the Class B common stock as set forth in our Certificate of Incorporation. | |
| Between October 8, 2013 and October 30, 2103 we sold an aggregate of 4,587,940 units of our securities to accredited investors in a private placement exempt from registration under the Securities Act, in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D. The units were sold at a purchase price of $0.50 per unit resulting in gross proceeds to us of $2,293,970. We also issued 212,206 units to our placement agent as payment of $106,030 of fees and expenses. Each unit consisted of one share of our Class A common stock and one three year Class A Common Stock Purchase Warrant to purchase 0.5 shares of our Class A common stock, resulting the issuance of 4,800,000 shares of our Class A common stock and Class A Common Stock Purchase Warrants to purchase an additional 2,400,000 shares of our Class A common stock. T.R. Winston & Company, LLC, a broker-dealer and member of FINRA, acted as placement agent for us in this offering. In addition to the 212,206 units referenced above, we paid the placement agent and a selling agent commissions and a non-accountable expense allowance totaling $181,976 and issued it three year warrants to purchase 480,000 of our Class A common stock at an exercise price of $1.00 per share. We used a portion of the net proceeds to satisfy our revolving note due TCA and to redeem the Facility Fee Shares and the Advisory Shares and we are using the balance of the net proceeds for general working capital. | |
| If we fail to timely file the registration statement described below, if the registration statement is not declared effective by the SEC within 90 days of its filing date, or at any time thereafter during the exercise period of the warrants there is not an effective registration statement, then the warrants may also be exercised on a cashless basis. We also have the right to call the warrants under certain circumstances. | |
| The purchase price of the units and the exercise price of the warrants are subject to a full ratchet anti-dilution adjustment in the event that we issue additional equity or equity-linked securities at a purchase price that is less than the applicable purchase price per unit or the exercise price of the warrant for a period of one year from the final closing of this offering, subject to certain exclusions. We agreed to file a registration statement with the SEC within 60 days from October 30, 2013 registering for resale all of the shares of our Class A common stock issuable upon the exercise of the warrants included in the units sold in this offering. We are subject to payment to the purchasers of the units registration rights penalties if we do not timely file this registration statement or if the registration statement is not declared effective by the SEC within 90 days of its filing date. | |
| During October 2013 we paid all amounts due under the Amended Revolving Note, aggregating $550,000. On October 31, 2013 following the repayment of the Amended Revolving Note, in October 2013 we entered into a Termination Agreement with TCA whereby we terminated the Amended Credit Agreement and all of our obligations thereunder. As part of this Termination Agreement, we also redeemed the 174,010 shares issued to TCA as the Facility Fee Shares and the Advisory Shares, thereby terminating any obligations under the make whole provisions of the Termination Agreement. We paid TCA $175,000 to redeem the shares. | |
| On October 28, 2013 we granted an aggregate of 107,000 Class A common stock options to employees. The options have an exercise price of $1.00 per share and will vest ratably over a period of three years commencing on the grant date and vesting on each one year anniversary. | |
| On October 29, 2013 we entered into a consulting agreement with Siskey Capital, LLC pursuant to which we engaged the company to provide certain consulting services to us under the terms of an agreement expiring in July 2016. As compensation, we issued the consultant 150,000 shares of our Class A common stock and 35,000 shares of our Series 1 Preferred Stock. | |
| In November 2013 we sold an additional 650,000 units of our securities to accredited investors in a private placement exempt from registration under the Securities Act which were identical to the units sold in the October 2013 offering. We received gross proceeds of $325,000. We did not pay any commissions or finder's fees in this offering. We are using the proceeds for general working capital. | |
| Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
| Sep. 30, 2013 | |
| Organization and Summary of Significant Accounting Policies [Abstract] | ' |
| Organization and Nature of Operations | ' |
| Organization and Nature of Operations | |
| Social Reality, Inc. ("Social Reality", "we", "us" or "the Company") is a Delaware corporation formed on August 2, 2011. Effective January 1, 2012 we acquired all of the member interests and operations of Social Reality, LLC, a California limited liability company formed on August 14, 2009, which began business in May of 2010, in exchange for 12,328,767 shares of our Class A and Class B common stock. The former members of Social Reality, LLC owned all of our common stock after the acquisition. Social Reality, LLC is referred to as our predecessor in these financial statements. | |
| Currently, our principal source of revenue is through the provision of inventory to real time bidding exchanges (RTB) through our network of website partners. We provide the service of yield optimization for these partners and deliver the highest possible price for inventory provided from our partners to the exchange. | |
| We offer our customers a number of pricing options including cost-per-thousand-impression ("CPM"), whereby our customers pay based on the number of times the target audience is exposed to the advertisement, and cost-per-engagement ("CPE"), whereby payment is triggered only when an individual takes a specific activity. | |
| Social Reality is also an approved and accredited Facebook advertising network company. We sell targeted and measurable online advertising campaigns and programs to brand advertisers and advertising agencies across large Facebook apps and large websites, generating qualified Facebook likes and quantifiable engagement for our clients, driving online sales and increased brand equity. We also create custom applications for brands both large and small that leverage traffic on our partner sites to seed the applications to help them go viral. | |
| We create these applications as custom programs and build them on a campaign by campaign basis as well as offer them on a managed or self-service subscription basis through our GroupAd platform. GroupAd allows brand marketers to select from a number of pre-created applications and then deploy them into their social media channels. | |
| We are headquartered in Los Angeles, California. | |
| Basis of Presentation | ' |
| Basis of Presentation | |
| The accompanying condensed financial statements are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. | |
| These interim financial statements as of and for the three and nine months ended September 30, 2013 and 2012 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013 or for any future period. All references to September 30, 2013 and 2012 in these footnotes are unaudited. | |
| These unaudited condensed financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2012, included in the Company's annual report on Form 10-K filed with the SEC on April 1, 2013. | |
| The condensed balance sheet as of December 31, 2012 has been derived from the audited financial statements at that date but does not include all disclosures required by the accounting principles generally accepted in the United States of America. | |
| The accompanying unaudited condensed financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Continuation of the Company as a going concern is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and increase revenue. Our ability to continue to grow our revenues and market share has been bolstered by recently completed private offerings. As described in Note 4, Subsequent Events, in October 2013 and November 2013, we raised approximately $2.44 million in net proceeds through the sale of our securities. We used approximately $531,000 of these proceeds to pay off our note described in Note 2 and redeem certain shares we had issued it as additional compensation under the terms of the credit agreement. The balance of the proceeds provides sufficient working capital to us for at least 12 months based upon our level of current operations. | |
| Use of Estimates | ' |
| Use of Estimates | |
| Accounting principles generally accepted in the United States require management of the Company to make estimates and assumptions in the preparation of these financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. | |
| The most significant area that requires management judgment and which is susceptible to possible change in the near term include the Company's revenue recognition policies, discussed elsewhere in these financial statements. | |
| Cash and Cash Equivalents | ' |
| Cash and Cash Equivalents | |
| The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. | |
| Revenue Recognition | ' |
| Revenue Recognition | |
| The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured, and the fees are fixed or determinable. The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions. Revenue is recognized on a gross basis, and publisher expenses that are directly related to a revenue-generating event are recorded as a component of cost of revenue. | |
| In the past, certain of our revenues from certain sales of targeted and measurable online advertising campaigns and programs to brand advertisers and advertising agencies were recognized on a net basis as the payments to the websites on which the advertising is placed for these specific transactions were based on cash actually collected from the advertisers and agencies, rather than the actual fees billed to the advertisers and agencies. | |
| Cost of Revenue | ' |
| Cost of Revenue | |
| Cost of revenue consists of payments to website publishers that are directly related to a revenue-generating event and project and application design costs. The Company becomes obligated to make payments related to website publishers in the period the advertising impressions, click-throughs, actions or lead-based information are delivered or occur. Such expenses are classified as cost of revenue in the corresponding period in which the revenue is recognized in the accompanying income statement. | |
| Accounts Receivable | ' |
| Accounts Receivable | |
| Credit is extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company's accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. No allowance was recorded as of September 30, 2013 and December 31, 2012. The Company usually does not require collateral. | |
| Concentration of Credit Risk, Significant Customers and Supplier Risk | ' |
| Concentration of Credit Risk, Significant Customers and Supplier Risk | |
| Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited in the United States. The balances in the United States held at any one financial institution are generally in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. | |
| At September 30, 2013, our RTB exchange service provider accounted for more than 10% of the accounts receivable balance, for a total of 88%. For the nine months ended September 30, 2013 no one customer accounted for 10% or more of total revenue. However, 79% of our revenue was collected and paid to us by our RTB exchange service provider. For the nine months ended September 30, 2012 four customers accounted for 84% of total revenue (of which $200,000, or 19%, was from a related party). | |
| Fair Value of Financial Instruments | ' |
| Fair Value of Financial Instruments | |
| The Company's financial instruments, including cash and cash equivalents, net accounts receivable, accounts payable and accrued expenses, note payable and put liability payable, are carried at historical cost. At September 30, 2013 and December 31, 2012 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. | |
| Loss Per Share | ' |
| Loss Per Share | |
| We use ASC 260, "Earnings Per Share" for calculating the basic and diluted loss per share. We compute basic loss per share by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. There were 1,629,001 and 185,000 common share equivalents at September 30, 2013 and 2012, respectively. For the three and nine months ended September 30, 2013 and 2012 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. | |
| Recently Issued Accounting Standards | ' |
| Recently Issued Accounting Standards | |
| Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
| Organization and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 9 Months Ended | |||||||
| Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 30, 2013 | Oct. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Nov. 30, 2013 | Jan. 31, 2011 | Jan. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
| Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | Social Reality LLC [Member] | Social Reality LLC [Member] | Accounts receivable [Member] | Revenues [Member] | Revenues [Member] | Revenues [Member] | |||||
| Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Class A and Class B common stock [Member] | RTB exchange service provider [Member] | RTB exchange service provider [Member] | Related Party [Member] | |||||||
| Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Concentration risk percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88.00% | 84.00% | 79.00% | 19.00% |
| Number Of Major Customers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' |
| Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Shares issued in business acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,328,767 | ' | ' | ' | ' |
| Effective date of business acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jan-12 | ' | ' | ' | ' | ' |
| Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Repayment of line of credit | ' | ' | ' | ' | ' | ' | ' | $550,000 | $531,000 | ' | ' | ' | ' | ' | ' |
| Proceeds from issuance of private placement | ' | ' | ' | ' | 325,000 | 2,293,970 | 2,440,000 | ' | ' | ' | ' | ' | ' | ' | ' |
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,629,001 | 185,000 | 1,629,001 | 185,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Revenue from Related Parties | ' | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Note Payable (Details) (USD $) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
| Sep. 30, 2013 | Sep. 30, 2012 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 22, 2013 | Oct. 31, 2013 | Nov. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 11, 2013 | |
| TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | Tca Global Credit Master Fund Lp First Amendment To Credit Agreement [Member] | Tca Global Credit Master Fund Lp First Amendment To Credit Agreement [Member] | Tca Global Credit Master Fund Lp First Amendment To Credit Agreement [Member] | Tca Global Credit Master Fund Lp First Amendment To Credit Agreement [Member] | |||
| Subsequent Event [Member] | Subsequent Event [Member] | |||||||||||
| Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Maximum borrowing capacity | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' | ' | ' |
| Debt instrument, face amount | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | 550,000 |
| Repayments of Lines of Credit | ' | ' | ' | ' | ' | ' | 550,000 | 531,000 | ' | ' | ' | ' |
| Line of Credit Facility, Interest Rate at Period End | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' |
| Line of Credit Facility, Commitment Fee Percentage | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Line of Credit Facility, Commitment Fee Percentage increase | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Fees and costs deducted from proceeds of debt | 63,575 | ' | 42,150 | ' | ' | ' | ' | ' | 21,425 | ' | ' | ' |
| Proceeds from Notes Payable | 486,425 | ' | 257,850 | ' | ' | ' | ' | ' | 228,575 | ' | ' | ' |
| Stock issued during period as non-cash consideration, value | ' | ' | 100,000 | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' |
| Stock issued during period as non-cash consideration, shares | ' | ' | 99,010 | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' |
| Issuance Of Stock for Lender fee Description | ' | ' | 'In the event that Facility Fee Shares are sold for less than $100,000, we have to pay Lender the balance of $100,000 less the amount of proceeds from the sale, or alternatively issue additional shares in an amount as to reach the $100,000 aggregate | ' | ' | ' | ' | ' | 'In the event TCA does not receive at least $75,000 in net proceeds from the sale of those Advisory Shares, we are obligated to issue TCA additional shares of our common stock in an amount sufficient that, when sold, provides net proceeds to TCA equal to the $75,000 advisory fee | ' | ' | ' |
| Debt issuance costs | ' | ' | 166,633 | ' | ' | ' | ' | ' | 108,104 | ' | ' | ' |
| Interest expense | ' | ' | ' | 48,525 | 166,633 | ' | ' | ' | ' | 78,487 | 108,104 | ' |
| Quarterly asset monitoring fee | ' | ' | 1,500 | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' |
| Credit agreement due diligence and document review fees | ' | ' | 22,500 | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' |
| Transaction advisory fee | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' |
| Transaction advisory fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' |
| Credit agreement out of pocket charges | ' | ' | ' | ' | ' | ' | ' | ' | 8,925 | ' | ' | ' |
| Credit agreement finders fee paid | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' |
| Credit agreement facility fee shares liability | ' | ' | ' | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' |
| Stock redeemed, value | ' | ' | ' | ' | ' | ' | $175,000 | ' | ' | ' | ' | ' |
| Stock redeemed, shares | ' | ' | ' | ' | ' | ' | 174,010 | ' | ' | ' | ' | ' |
| Stockholders' Equity (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||
| Sep. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Feb. 28, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Aug. 16, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 22, 2013 | |
| Restricted Stock [Member] | Restricted Stock [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Director [Member] | Director [Member] | Director [Member] | Director [Member] | Director [Member] | Director [Member] | Two Employees [Member] | Two Employees [Member] | Two Employees [Member] | Three Employees [Member] | Three Employees [Member] | Three Employees [Member] | Two Nonemployees [Member] | Two Nonemployees [Member] | Two Nonemployees [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class B [Member] | Common Class B [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | |||
| Stock Option Issuance Transaction One [Member] | Stock Option Issuance Transaction One [Member] | Stock Option Issuance Transaction One [Member] | Stock Option Issuance Transaction Two [Member] | Stock Option Issuance Transaction Two [Member] | Stock Option Issuance Transaction Two [Member] | Stock Option Issuance Transaction One [Member] | Stock Option Issuance Transaction One [Member] | Stock Option Issuance Transaction One [Member] | Stock Option Issuance Transaction Two [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Director [Member] | ||||||||||||||||||||||||||||||||||||
| Preferred Stock, shares authorized | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,800,000 | 49,800,000 | 49,800,000 | 200,000 | ' | 200,000 | ' | ' | ' | ' |
| Preferred Stock, par value per share | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' |
| Preferred Stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 86,000 | ' | 0 | ' | ' | ' | ' |
| Preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 86,000 | ' | 0 | ' | ' | ' | ' |
| Number of blank check preferred stock converted to Series 1 Preferred Stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common Stock, shares authorized | 259,000,000 | 259,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | 250,000,000 | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common Stock, par value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common Stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,465,804 | 5,465,804 | 3,912,129 | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Share-based compensation, shares granted in period | ' | ' | ' | ' | 25,000 | ' | ' | 12,000 | ' | ' | 50,000 | ' | ' | 50,000 | ' | ' | 106,500 | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Share-based compensation, vesting period | ' | ' | ' | ' | '1 year | ' | ' | '1 year | ' | ' | '3 years | ' | ' | '1 year | ' | ' | '3 years | ' | ' | '3 years | ' | ' | '2 years 9 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Number of shares that vested in period | ' | ' | 45,833 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Share-based compensation expense | ' | ' | ' | ' | ' | $6,250 | $12,500 | ' | $690 | $1,840 | ' | $1,194 | $2,388 | ' | $12,500 | $37,500 | ' | $2,485 | $7,455 | ' | $3,276 | $5,621 | ' | ' | ' | $65,313 | $65,313 | ' | ' | $17,417 | $17,417 | ' | ' | ' | ' | ' | ' | ' | $34,042 | $34,042 | ' | ' | ' | ' | ' | $4,627 | $4,627 | ' |
| Share-based compensation expense recognized from stock options granted during period | 109 | 1,617 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Grant date fair value of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 124,916 | ' | ' | ' |
| Share-based compensation, risk free interest rate | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | 0.25% | ' | ' | ' | ' | ' | 0.38% | ' | ' | 1.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' |
| Share-based compensation, expected dividend yield | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | 0.00% | ' | ' | ' | ' | ' | 0.00% | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' |
| Share-based compensation, expected volatility rate | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | 42.00% | ' | ' | ' | ' | ' | 40.00% | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52.00% | ' | ' | ' |
| Share-based compensation, expected life in years | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | '3 years | ' | ' | ' | ' | ' | '3 years | ' | ' | '4 years 9 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Issuance of stock for services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | 440,000 | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Issuance of common stock for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | 418,000 | ' | ' | 28,500 | ' | ' | 285,000 | ' | ' | 817,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Issuance of common stock for compensation, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,665 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | 86,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Weighted-average exercise price per share, granted | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | $1 | ' | ' | ' | ' | ' | $1 | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Average remaining contractual life outstanding | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | '5 years | ' | ' | ' | ' | ' | '5 years | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common stock issued during period for revolving credit facility agreement, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | 99,010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Stock options granted, grant date fair value | ' | ' | ' | ' | ' | ' | ' | $0.23 | ' | ' | $0.29 | ' | ' | ' | ' | ' | $0.28 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Amortization of fair value of stock options | $14,938 | $41,051 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Share-based compensation, shares forfeited | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Number of shares forfeited, stock awards | ' | ' | ' | 3,334 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Issued restricted stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common stock warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 |
| Exercise price of warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75 |
| Subsequent Events (Details) (USD $) | 1 Months Ended | 2 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 2 Months Ended | |||||||
| Apr. 30, 2013 | Aug. 31, 2013 | Jan. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Oct. 04, 2013 | Oct. 31, 2013 | Oct. 04, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Nov. 30, 2013 | |
| Employee [Member] | Common Class A [Member] | Common Class A [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
| Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class B [Member] | Series 1 Preferred Stock [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | ||||
| Employee [Member] | |||||||||||||
| Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Repayment of line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $550,000 | $531,000 |
| Stock redeemed, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 174,010 | ' |
| Stock redeemed, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000 | ' |
| Issuance of stock for services, shares | ' | ' | 5,000 | ' | ' | ' | 150,000 | ' | ' | ' | 35,000 | ' | ' |
| Share-based compensation, shares granted in period | 25,000 | ' | ' | ' | ' | ' | ' | ' | 107,000 | ' | ' | ' | ' |
| Weighted-average exercise price per share, granted | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' |
| Share-based compensation, vesting period | '1 year | '2 years 9 months | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' |
| Number of shares of Class B common stock converted into shares of Class A common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' |
| Number of new Class A common stock shares from converted Class B common stock shares | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' |
| Securities sold to accredited investors in a private placement, units | ' | ' | ' | 650,000 | 4,587,940 | ' | ' | ' | ' | ' | ' | ' | ' |
| Puchase price, per unit | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' |
| Proceeds from issuance of private placement | ' | ' | ' | 325,000 | 2,293,970 | 2,440,000 | ' | ' | ' | ' | ' | ' | ' |
| Description of units | ' | ' | ' | ' | 'Each unit consisted of one share of our Class A common stock and one three year Class A Common Stock Purchase Warrant to purchase 0.5 shares of our Class A common stock, resulting the issuance of 4,800,000 shares of our Class A common stock and Class A Common Stock Purchase Warrants to purchase an additional 2,400,000 shares of our Class A common stock. | ' | ' | ' | ' | ' | ' | ' | ' |
| Issued to placement agent as payment for fees and expenses, units | ' | ' | ' | ' | 212,206 | ' | ' | ' | ' | ' | ' | ' | ' |
| Issued to placement agent as payment for fees and expenses, value | ' | ' | ' | ' | 106,030 | ' | ' | ' | ' | ' | ' | ' | ' |
| Fees paid to placement agents and selling agent , including commissions and a non-accountable expense allowance | ' | ' | ' | ' | $181,976 | ' | ' | ' | ' | ' | ' | ' | ' |
| Warrants issued to pay placement agents and selling agent | ' | ' | ' | ' | 480,000 | ' | ' | ' | ' | ' | ' | ' | ' |
| Private Placement Warrant Exercise Price | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' |
