Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Jun. 28, 2013 | Mar. 13, 2014 | Mar. 13, 2014 | |
Common Class A [Member] | Common Class B [Member] | |||
Document Information [Line Items] | ' | ' | ' | ' |
Document Type | '10-K | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 20,880,462 | 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 | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' | ' |
Entity Public Float | ' | $1,470,000 | ' | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $1,715,264 | $105,987 |
Accounts receivable, net of allowance for doubtful accounts of $0 | 441,831 | 53,821 |
Prepaid expenses | 46,109 | ' |
Tax refunds receivable | ' | 38,000 |
Other current assets | 5,018 | 5,000 |
Total current assets | 2,208,222 | 202,808 |
Property and equipment, net of accumulated depreciation of $10,184 and $3,000 | 27,798 | 15,000 |
Deferred offering costs | 5,453 | ' |
Prepaid stock based compensation | 1,662,074 | 58,834 |
Other assets | 4,000 | 3,555 |
Total assets | 3,907,547 | 280,197 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 812,809 | 302,057 |
Total current liabilities | 812,809 | 302,057 |
Stockholders' equity (deficit) | ' | ' |
Additional paid in capital | 6,081,014 | 1,224,087 |
Accumulated deficit | -3,006,299 | -1,258,859 |
Total stockholders' equity (deficit) | 3,094,738 | -21,860 |
Total liabilities and stockholders' equity (deficit) | 3,907,547 | 280,197 |
Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit) | ' | ' |
Preferred stock | ' | ' |
Series 1 Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit) | ' | ' |
Preferred stock | 121 | ' |
Common Class A [Member] | ' | ' |
Stockholders' equity (deficit) | ' | ' |
Common stock | 19,902 | 3,912 |
Common Class B [Member] | ' | ' |
Stockholders' equity (deficit) | ' | ' |
Common stock | ' | $9,000 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for doubtful accounts | ' | ' |
Accumulated depreciation | $10,184 | $3,000 |
Common Stock, shares authorized | 259,000,000 | ' |
Preferred Stock [Member] | ' | ' |
Preferred Stock, par value per share | $0.00 | $0.00 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock Undesignated Shares | 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 | ' |
Preferred Stock, shares authorized | 200,000 | 200,000 |
Preferred Stock, shares issued | 121,000 | 0 |
Preferred stock, shares outstanding | 121,000 | 0 |
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 | 19,901,794 | 3,912,129 |
Common Stock, shares outstanding | 19,901,794 | 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 | 0 | 9,000,000 |
Common Stock, shares outstanding | 0 | 9,000,000 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
STATEMENTS OF OPERATIONS [Abstract] | ' | ' |
Revenues | $3,413,353 | $1,119,281 |
Cost of revenue | 2,326,344 | 627,362 |
Gross profit | 1,087,009 | 491,919 |
Operating expense | 2,521,984 | 1,750,778 |
Loss from operations | -1,434,975 | -1,258,859 |
Interest expense | -312,465 | ' |
Loss before provision for income taxes | -1,747,440 | -1,258,859 |
Provision for income taxes | ' | ' |
Net loss | ($1,747,440) | ($1,258,859) |
Net loss per share, basic and diluted | ($0.12) | ($0.10) |
Weighted average shares outstanding | 14,691,010 | 12,842,770 |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2011 | ' | ' | ' | ' | ' |
Balance, shares at Dec. 31, 2011 | ' | ' | ' | ' | ' |
Contribution of member interests in Social Reality, LLC in exchange for common stock | 722,194 | ' | 12,329 | 709,865 | ' |
Contribution of member interests in Social Reality, LLC in exchange for common stock, shares | ' | ' | 12,328,767 | ' | ' |
Sale of common stock for cash | 472,959 | ' | 583 | 472,376 | ' |
Sale of common stock for cash, shares | ' | ' | 583,362 | ' | ' |
Stock based compensation | 41,846 | ' | ' | 41,846 | ' |
Net loss | -1,258,859 | ' | ' | ' | -1,258,859 |
Balance at Dec. 31, 2012 | -21,860 | ' | 12,912 | 1,224,087 | -1,258,859 |
Balance, shares at Dec. 31, 2012 | 12,912,129 | ' | 12,912,129 | ' | ' |
Preferred and common stock issued for services to be rendered | 1,735,000 | 121 | 590 | 1,734,289 | ' |
Preferred and common stock issued for services to be rendered, shares | ' | 121,000 | 590,000 | ' | ' |
Common stock issued for services | 318,500 | ' | 335 | 318,165 | ' |
Common stock issued for services, shares | ' | ' | 335,000 | ' | ' |
Common stock awards vesting | ' | ' | 52 | -52 | ' |
Common stock awards vesting, shares | ' | ' | 51,665 | ' | ' |
Common stock issued for financing | ' | ' | 174 | -174 | ' |
Common stock issued for financing, shares | ' | ' | 174,010 | ' | ' |
Common stock warrant issued for services to be rendered | 105,827 | ' | ' | 105,827 | ' |
Common stock issued as payment of accounts payable | 3,000 | ' | 3 | 2,997 | ' |
Common stock issued as payment of accounts payable, shares | ' | ' | 3,000 | ' | ' |
Sale of common stock for cash | 2,388,382 | ' | 5,460 | 2,382,922 | ' |
Sale of common stock for cash, shares | ' | ' | 5,460,000 | ' | ' |
Repurchase of common stock issued for financing | ' | ' | -174 | 174 | ' |
Repurchase of common stock issued for financing, shares | ' | ' | -174,010 | ' | ' |
Stock based compensation | 313,329 | ' | 550 | 312,779 | ' |
Stock based compensation, shares | ' | ' | 550,000 | ' | ' |
Net loss | -1,747,440 | ' | ' | ' | -1,747,440 |
Balance at Dec. 31, 2013 | $3,094,738 | $121 | $19,902 | $6,081,014 | ($3,006,299) |
Balance, shares at Dec. 31, 2013 | ' | 121,000 | 19,901,794 | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($1,747,440) | ($1,258,859) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Amortization of stock based prepaid fees | 237,587 | 58,893 |
Stock based compensation | 631,829 | 41,846 |
Amortization of debt issuance costs | 274,737 | ' |
Depreciation | 7,184 | 3,000 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -388,010 | 758,998 |
Prepaid expenses | -46,109 | ' |
Tax refunds receivable | 38,000 | ' |
Other current assets | -18 | 200 |
Other assets | -445 | -3,555 |
Accounts payable and accrued expenses | 513,752 | -133,159 |
Deferred tax liability | ' | -38,000 |
Cash used in operating activities | -478,933 | -570,636 |
Cash flows from investing activities: | ' | ' |
Purchase of equipment | -19,982 | -18,000 |
Cash used by investing activities | -19,982 | -18,000 |
Cash flows from financing activities: | ' | ' |
Proceeds from sales of common stock units | 2,436,493 | ' |
Cost of sale of common stock units | -48,111 | ' |
Proceeds from note payable, net | 486,425 | ' |
Repayments of note payable | -550,000 | ' |
Repurchase of common stock | -175,000 | ' |
Deferred offering costs | -5,453 | ' |
Debt issuance costs | -36,162 | ' |
Sale of common stock | ' | 472,959 |
Cash provided by financing activities | 2,108,192 | 472,959 |
Net increase (decrease) in cash | 1,609,277 | -115,677 |
Cash, beginning of period | 105,987 | 221,664 |
Cash, end of period | 1,715,264 | 105,987 |
Supplemental Schedule of Cash Flow Information: | ' | ' |
Cash paid for interest | ' | ' |
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 | 1,735,000 | ' |
Common stock warrant issued as prepayment for services | 105,827 | ' |
Common stock issued as payment of financing fee | 175,000 | ' |
Common stock issued as payment of accounts payable | 3,000 | ' |
Common stock Class A issued upon conversion of common stock Class B | 9,000 | ' |
Contribution of member interests (net assets) in Social Reality, LLC in exchange for common stock | ' | $722,194 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 Basis of Presentation | |
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. | |
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. | |
Use of Estimates | |
Accounting principles generally accepted in the United States ("GAAP") require management of the Company to make estimates and assumptions in the preparation of these consolidated 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 December 31, 2013 and 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. The uninsured cash bank balances were approximately $1,465,000 at December 31, 2013. The Company has not experienced any loss on these accounts. The balances are maintained in demand accounts to minimize risk. | |
At December 31, 2013, our RTB exchange service provider accounted for 69% of the accounts receivable balance. One other customer accounted for 10% of the accounts receivable balance. For the year ended December 31, 2013 no one customer accounted for 10% or more of total revenue. However, 87% of our revenue was collected and paid to us by our RTB exchange service provider. For the year ended December 31, 2012 four customers accounted for 81% of total revenue (of which $200,000, or 18%, 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, are carried at historical cost. At December 31, 2013 and 2012 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. | |
Property and equipment | |
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight line basis over the estimated useful lives of the assets of three years. | |
Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment. | |
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 5,296,001 common share equivalents at December 31, 2013 and 250,500 at December 31, 2012. For the years ended December 31, 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. | |
Income Taxes | |
We utilize ASC 740 "Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. | |
Stock-Based Compensation | |
We account for our stock based compensation under ASC 718 "Compensation - Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. | |
We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. | |
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
Note Payable | 12 Months Ended |
Dec. 31, 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 the Lender. 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. | |
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. The costs have been fully amortized as interest expense during 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. | |
In total, we incurred costs aggregating $108,104, including the amount allocated to the Advisory Shares. The costs have been fully amortized as interest expense during 2013. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 3 - Related Party Transactions | |
During the year ended December 31, 2012 we recorded revenue aggregating $200,000 from an entity controlled by a shareholder then owning approximately 57% of our Class A common shares. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||
Dec. 31, 2013 | |||
Stockholders' Equity [Abstract] | ' | ||
Stockholders' Equity | ' | ||
Note 4 - Stockholders' Equity | |||
We are authorized to issue 50,000,000 of preferred stock, par value $0.001, of which 200,000 shares have been designated as Series 1 Preferred Stock. Our board of directors, without further stockholder approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. The rights, preferences, limitations and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and other matters. Our board of directors may authorize the issuance of preferred stock, which ranks senior to our common stock for the payment of dividends and the distribution of assets on liquidation. In addition, our board of directors can fix limitations and restrictions, if any, upon the payment of dividends on both classes of our common stock to be effective while any shares of preferred stock are outstanding. | |||
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. | |||
2013 Transactions: | |||
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 the year ended December 31, 2013, we recorded expense of $102,125. | |||
During October 2013 we issued 35,000 shares of Series 1 Preferred Stock, valued at $350,000, pursuant to a consulting agreement with a two year, eight month term. We will expense the value of the shares over that thirty two month period. During the year ended December 31, 2013, we recorded expense of $21,875. | |||
Common Stock and Common Stock Units | |||
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 the year ended December 31, 2013, we recorded expense of $52,250. | |||
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. | |||
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. | |||
During October 2013 we paid $175,000 to redeem the 174,010 common shares that had been issued in connection with the revolving credit facility agreement described above. | |||
During October 2013 we issued 150,000 shares of Class A common stock, valued at $150,000, pursuant to a consulting agreement with a two year, eight month term. We will expense the value of the shares over that thirty two month period. During the year ended December 31, 2013, we recorded expense of $9,375. | |||
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 212,060 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 212,060 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. | |||
In November 2013 we sold an additional 660,000 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 $330,000. We did not pay any commissions or finder's fees in this offering. We are using the proceeds for general working capital. | |||
Each redeemable three year warrant issued in the October 2013 and November 2013 offerings entitles the holder to purchase one-half share of our Class A common stock at an exercise price of $1.00 per share. Warrants must be exercised in such denominations as to require the issuance of a whole number of shares. Other than the warrants issued to T.R. Winston & Company, LLC which are immediately exercisable on a cashless basis, 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 registering the shares of our Class A common stock issuable upon exercise of the warrants, then the warrants may also be exercised on a cashless basis. Providing that there is an effective registration statement registering the shares of our Class A common stock issuable upon exercise of the warrants, we have the right to redeem all or any portion of the warrants at a price of $0.001 per share of Class A common stock upon 20 days' notice at any time that the closing price of our Class A common stock equals or exceeds $2.50 per share for 20 consecutive trading days and the daily average minimum volume of our Class A common stock during those 20 trading days is at least 100,000 shares. | |||
We agreed that until one year from the final closing we would not issue any additional shares of Class A common stock at an effective price per share less than the unit purchase price without the prior written consent of purchasers of a majority of the then outstanding shares of our Class A common stock included in the units purchased in these offerings, subject to certain exclusions. We also agreed to file a registration statement with the Securities and Exchange Commission within 90 days of October 30, 2013 registering for resale all of the shares of our Class A common stock included in the units sold in the offering as well as the shares issuable upon the exercise of the warrants included in the units sold in the offering. If we failed to timely file the resale registration statement by the filing deadline, or the registration statement is not declared effective within 90 days of the filing deadline, then within five business days of the end of month we agreed to pay each purchaser of units in the offering (but not T.R. Winston & Company, LLC or the selling agent) an amount in cash, as partial liquidated damages, equal to 2% of the aggregate purchase price paid by such purchaser for each 30 days, or portion thereof, until the earlier of the date the deficiency is cured or the expiration of six months from filing deadline. | |||
The registration statement was filed on January 27, 2014 and declared effective on February 11, 2014. | |||
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 year ended December 31, 2013 we recorded $50,000 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 year ended December 31, 2013, we recorded $18,750 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 year ended December 31, 2013, we recorded $108,854 of compensation expense related to this award. | |||
During the year ended December 31, 2013 we recorded expense of $100,656 related to stock awards granted in 2012. Unvested 2012 awards of 3,334 shares were forfeited in 2013. | |||
Unvested employee share awards at December 31, 2013 totaled 600,001 shares. Estimated future compensation cost for these awards is approximately $449,000. | |||
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 $9,939 for the year ended December 31, 2013. | |||
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 $2,530 for the year ended December 31, 2013. | |||
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 $3,583 for the year ended December 31, 2013. | |||
On April 1, 2013 we granted 75,000 Class A common stock options to an employee. 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 options of $5,495 for the year ended December 31, 2013. | |||
On April 1, 2013 we granted 25,000 Class A common stock options to a non-employee. 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 year ended December 31, 2013 we have recorded an expense of $9,739 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 1.125%; (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 4.25 years. | |||
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 $105,827, 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 $1.00 per share. We have recorded an expense for the warrants of $12,738 for the year ended December 31, 2013. | |||
On October 28, 2013 we granted an aggregate of 107,000 Class A common stock options to 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 $0.29 per option, determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.625%; (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 employee options of $1,728 for the year ended December 31, 2013. | |||
During the year ended December 31, 2013 we recorded expense of $2,059 related to stock options granted in 2012. Unvested 2012 options of 20,000 options were forfeited in 2013. | |||
2012 Transactions: | |||
Common Stock | |||
Effective January 1, 2012, we issued 3,328,767 Class A common shares and 9,000,000 Class B common shares in exchange for 100% of the Social Reality, LLC membership interests. The Class A common shares were issued to holders of our non-voting, non-participating membership interest and the Class B common shares were issued to our general membership interest holders who are also our founders. | |||
During January, 2012, we completed the offering of 460,072 of our Class A common shares at a price per share of $0.8111, for proceeds of $372,959. | |||
During February, 2012 we received $100,000 pursuant to a subscription agreement for the purchase of 123,290 shares of our Class A common shares, at a price of $0.8111 per share. These shares were issued during May 2012. | |||
Stock Awards | |||
During 2012 we granted an aggregate of 205,000 common stock awards to employees and non-employees. The shares vest ratably over three years. The 125,000 awards granted to employees were valued at $101,388, based on a fair value per share of $0.8111. Compensation expense will be recognized over the vesting period. Compensation expense for the 80,000 awards granted to non-employees will be recognized over the vesting period based on the fair value at the vesting dates. During the year ended December 31, 2012, we recorded $39,815 of compensation expense. Awards totaling 25,000 shares were forfeited during the year. | |||
Stock Options and Warrants | |||
On February 1, 2012, we granted 15,000 common stock options to a director. The options have an exercise price of $0.8111 per share. The options vested upon grant. The options lapse if unexercised after five years. The options have a grant date fair value of $2,031, determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.14%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 42%; and (4) an expected life of the options of 1 year. | |||
On November 1, 2012, we granted 55,500 common stock options to employees. The options have an exercise price of $1.50 per share. The options vest ratably over a period of three years commencing on the grant date and vesting on each one year anniversary. The options lapse if unexercised after five years. The options have a grant date fair value of $0.15 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 common stock of 40%; and (4) an expected life of the options of 3 years. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
NOTE 5 - PROPERTY AND EQUIPMENT | |||||||||
Property and equipment consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Assets: | |||||||||
Office equipment | $ | 37,982 | $ | 18,000 | |||||
Accumulated depreciation and amortization | (10,184 | ) | (3,000 | ) | |||||
Carrying value | $ | 27,798 | $ | 15,000 | |||||
Depreciation expense was $7,184 and $3,000 for the years ended December 31, 2013 and 2012, respectively. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
INCOME TAXES [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
NOTE 6 - INCOME TAXES | |||||||||
We utilize ASC 740 "Income Taxes", which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant. | |||||||||
Net operating losses for tax purposes of approximately $1,721,000 at December 31, 2013 are available or carryover. The net operating losses will expire in 2033. We have provided a 100% valuation allowance for the deferred tax benefits resulting from the net operating loss carryover due to our limited operating history. In addressing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The valuation allowance increased by $664,000 and $312,000 during the years ended December 31, 2013 and 2012, respectively. A reconciliation of the statutory Federal income tax rate and the effective income tax rate for the years ended December 31, 2013 and 2012 follows. | |||||||||
The income tax provision (benefit) consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Federal: | |||||||||
Current | $ | - | $ | - | |||||
Deferred | 664,000 | 312,000 | |||||||
664,000 | 312,000 | ||||||||
State and local: | |||||||||
Current | - | - | |||||||
Deferred | - | - | |||||||
- | - | ||||||||
Change in valuation allowance | -664,000 | (312,000 | ) | ||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Statutory federal income tax rate | (34.0 | %) | (34.0 | %) | |||||
Statutory state and local income tax rate (9%), net of federal benefit | (5.8 | %) | (5.8 | %) | |||||
Other items | 1.8 | % | 15 | % | |||||
Change in valuation allowance | 38 | % | 24.8 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Years ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets (liabilities): | |||||||||
Stock based compensation | $ | 324,000 | $ | 17,000 | |||||
Net operating loss carry forward | 652,000 | 295,000 | |||||||
Less: valuation allowance | (976,000 | ) | (312,000 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
The Company has filed its tax returns through December 31, 2012. | |||||||||
The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. | |||||||||
Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company's financial statements. The Company's policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense. | |||||||||
All tax years for the Company remain subject to future examinations by the applicable taxing authorities. |
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
STOCK OPTIONS AND WARRANTS [Abstract] | ' | ||||||||||||||||
STOCK OPTIONS AND WARRANTS | ' | ||||||||||||||||
NOTE 7- STOCK OPTIONS AND WARRANTS | |||||||||||||||||
2012 Equity Compensation Plan | |||||||||||||||||
In January 2012, our board of directors and stockholders authorized the 2012 Equity Compensation Plan, which we refer to as the 2012 Plan, covering 3,000,000 shares of our Class A common stock. The purpose of the 2012 Plan is attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, directors and consultants and to promote the success of our company's business. The 2012 Plan is administered by our board of directors. Plan options may either be: | |||||||||||||||||
· | incentive stock options (ISOs), | ||||||||||||||||
· | non-qualified options (NSOs), | ||||||||||||||||
· | awards of our common stock, | ||||||||||||||||
· | stock appreciation rights (SARs), | ||||||||||||||||
· | restricted stock units (RSUs), | ||||||||||||||||
· | performance units, | ||||||||||||||||
· | performance shares, and | ||||||||||||||||
· | other stock-based awards. | ||||||||||||||||
Any option granted under the 2012 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The exercise price of any NSO granted under the 2012 Plan is determined by the Board at the time of grant, but must be at least equal to fair market value on the date of grant. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The terms of grants of any other type of award under the 2012 Plan is determined by the Board at the time of grant. Subject to the limitation on the aggregate number of shares issuable under the plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. | |||||||||||||||||
Transactions involving our stock options are summarized as follows: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Weighted | Number | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Price | Price | ||||||||||||||||
Outstanding at beginning of the period | 70,500 | $ | 1.35 | - | $ | - | |||||||||||
Granted during the period | 475,500 | 1 | 70,500 | 1.35 | |||||||||||||
Exercised during the period | - | - | - | - | |||||||||||||
Terminated during the period | (120,000 | ) | 1.08 | - | - | ||||||||||||
Outstanding at end of the period | 426,000 | $ | 1.04 | 70,500 | $ | 1.35 | |||||||||||
Exercisable at end of the period | 35,834 | $ | 1.09 | 15,000 | $ | 0.81 | |||||||||||
At December 31, 2013 employee options outstanding totaled 401,000 with a weighted average exercise price of $1.04. At December 31, 2013 these options had an intrinsic value of $883,324 and a weighted average remaining contractual term of 4.3 years. Of these options, 35,834 are exercisable at December 31, 2013, with an intrinsic value of $77,185 and a remaining weighted average contractual term of 3.6 years. Compensation cost related to the unvested employee options not yet recognized is $79,600 at December 31, 2013. We have estimated that $34,227 will be recognized during 2014. | |||||||||||||||||
The weighted average remaining life of the options is 4.3 years. | |||||||||||||||||
Transactions involving our common stock awards are summarized as follows: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Number | ||||||||||||||||
Outstanding at beginning of the period | 180,000 | - | |||||||||||||||
Granted during the period | 675,000 | 205,000 | |||||||||||||||
Vested during the period | (151,664 | ) | - | ||||||||||||||
Terminated during the period | (53,334 | ) | (25,000 | ) | |||||||||||||
Unvested at end of the period | 650,002 | 180,000 | |||||||||||||||
Transactions involving our stock warrants are summarized as follows: | |||||||||||||||||
2013 | |||||||||||||||||
Number | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Exercise | |||||||||||||||||
Price | |||||||||||||||||
Outstanding at beginning of the period | - | $ | - | ||||||||||||||
Granted during the period | 3,460,000 | 1 | |||||||||||||||
Exercised during the period | - | - | |||||||||||||||
Terminated during the period | - | - | |||||||||||||||
Outstanding at end of the period | 3,460,000 | $ | 1 | ||||||||||||||
Exercisable at end of the period | 3,460,000 | $ | 1 | ||||||||||||||
The weighted average remaining life of the warrants is 2.9 years. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
NOTE 7 - COMMITMENTS AND CONTINGENCIES | |||||
Operating Leases | |||||
The Company leases executive offices under an operating lease with lease terms which expire through December 31, 2014. The following is a schedule of the future minimum lease payments required under the operating leases that have initial non-cancelable lease terms in excess of one year: | |||||
Fiscal year ending | Minimum | ||||
December 31, | Lease | ||||
Commitments | |||||
2014 | $ | 34,200 | |||
Rent expense for office space amounted to $30,503 and $43,217 for the years ended December 31, 2013 and 2012, respectively. | |||||
Employment agreements | |||||
On December 2011, the Company entered into employment agreements with Christopher Miglino and Erin DeRuggiero. The agreements have initial terms of four years and the Company will pay a base salary at the gross annualized rate of $192,000 each. During 2012, in an effort to conserve our cash resources, Mr. Miglino and Ms. DeRuggiero each agreed to a temporary reduction in their annual base salary to $60,000, which was increased to $90,000 during the fourth quarter of 2013. They have each agreed to accept this reduced compensation until such time as we have sufficient cash resources to return their compensation to the contracted levels. | |||||
Litigation | |||||
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as described below, we are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 8 - SUBSEQUENT EVENTS | |
In January 2014 we sold an aggregate of 978,667 shares of our Class A common stock at a purchase price of $1.50 per share to 22 accredited investors in a private placement exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D. We received gross proceeds of $1,468,001. T.R. Winston & Company, LLC acted as placement agent for us in this offering. We paid the placement agent and a selling agent commissions and a non-accountable expense allowance totaling $190,840 and issued these firms three year Series B common stock purchase warrants to purchase an aggregate of 97,866 shares of our Class A common stock at an exercise price of $2.00 per share as additional compensation. We are using the net proceeds for working capital. | |
We agreed to file a registration statement with the SEC within 90 days after the closing of this offering registering for resale all of the shares of our Class A common stock sold in this offering together with the shares underlying the Series B common stock purchase warrants issued to the selling agent. This prospectus is part of that registration statement. If we fail to timely file the registration statement, or if the registration statement is not declared effective by the SEC within 90 days of its filing date, we are subject to the payment to purchasers of shares in this offering (but not the selling agent) registration rights damages of 2% for each 30 days, or portion thereof, of the gross proceeds we received in this offering, until the earlier of the date the deficiency is cured or the expiration of six months. | |
The registration statement was filed on January 27, 2014 and declared effective on February 11, 2014. |
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Organization and Summary of Significant Accounting Policies [Abstract] | ' |
Organization and Basis of Presentation | ' |
Organization and Basis of Presentation | |
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. | |
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. | |
Use of Estimates | ' |
Use of Estimates | |
Accounting principles generally accepted in the United States ("GAAP") require management of the Company to make estimates and assumptions in the preparation of these consolidated 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 December 31, 2013 and 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. The uninsured cash bank balances were approximately $1,465,000 at December 31, 2013. The Company has not experienced any loss on these accounts. The balances are maintained in demand accounts to minimize risk. | |
At December 31, 2013, our RTB exchange service provider accounted for 69% of the accounts receivable balance. One other customer accounted for 10% of the accounts receivable balance. For the year ended December 31, 2013 no one customer accounted for 10% or more of total revenue. However, 87% of our revenue was collected and paid to us by our RTB exchange service provider. For the year ended December 31, 2012 four customers accounted for 81% of total revenue (of which $200,000, or 18%, 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, are carried at historical cost. At December 31, 2013 and 2012 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. | |
Property and equipment | ' |
Property and equipment | |
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight line basis over the estimated useful lives of the assets of three years. | |
Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment. | |
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 5,296,001 common share equivalents at December 31, 2013 and 250,500 at December 31, 2012. For the years ended December 31, 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. | |
Income Taxes | ' |
Income Taxes | |
We utilize ASC 740 "Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
We account for our stock based compensation under ASC 718 "Compensation - Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. | |
We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. | |
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. |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
Property and equipment consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Assets: | |||||||||
Office equipment | $ | 37,982 | $ | 18,000 | |||||
Accumulated depreciation and amortization | (10,184 | ) | (3,000 | ) | |||||
Carrying value | $ | 27,798 | $ | 15,000 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
INCOME TAXES [Abstract] | ' | ||||||||
Schedule of income tax provision (benefit) | ' | ||||||||
The income tax provision (benefit) consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Federal: | |||||||||
Current | $ | - | $ | - | |||||
Deferred | 664,000 | 312,000 | |||||||
664,000 | 312,000 | ||||||||
State and local: | |||||||||
Current | - | - | |||||||
Deferred | - | - | |||||||
- | - | ||||||||
Change in valuation allowance | -664,000 | (312,000 | ) | ||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
Schedule of Effective tax rate | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Statutory federal income tax rate | (34.0 | %) | (34.0 | %) | |||||
Statutory state and local income tax rate (9%), net of federal benefit | (5.8 | %) | (5.8 | %) | |||||
Other items | 1.8 | % | 15 | % | |||||
Change in valuation allowance | 38 | % | 24.8 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||
Years ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets (liabilities): | |||||||||
Stock based compensation | $ | 324,000 | $ | 17,000 | |||||
Net operating loss carry forward | 652,000 | 295,000 | |||||||
Less: valuation allowance | (976,000 | ) | (312,000 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Options [Member] | ' | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||||||
Schedule of stock options, common stock awards and stock warrants | ' | ||||||||||||||||
Transactions involving our stock options are summarized as follows: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Weighted | Number | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Price | Price | ||||||||||||||||
Outstanding at beginning of the period | 70,500 | $ | 1.35 | - | $ | - | |||||||||||
Granted during the period | 475,500 | 1 | 70,500 | 1.35 | |||||||||||||
Exercised during the period | - | - | - | - | |||||||||||||
Terminated during the period | (120,000 | ) | 1.08 | - | - | ||||||||||||
Outstanding at end of the period | 426,000 | $ | 1.04 | 70,500 | $ | 1.35 | |||||||||||
Exercisable at end of the period | 35,834 | $ | 1.09 | 15,000 | $ | 0.81 | |||||||||||
Common stock awards [Member] | ' | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||||||
Schedule of stock options, common stock awards and stock warrants | ' | ||||||||||||||||
Transactions involving our common stock awards are summarized as follows: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Number | ||||||||||||||||
Outstanding at beginning of the period | 180,000 | - | |||||||||||||||
Granted during the period | 675,000 | 205,000 | |||||||||||||||
Vested during the period | (151,664 | ) | - | ||||||||||||||
Terminated during the period | (53,334 | ) | (25,000 | ) | |||||||||||||
Unvested at end of the period | 650,002 | 180,000 | |||||||||||||||
Stock Warrants [Member] | ' | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||||||
Schedule of stock options, common stock awards and stock warrants | ' | ||||||||||||||||
Transactions involving our stock warrants are summarized as follows: | |||||||||||||||||
2013 | |||||||||||||||||
Number | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Exercise | |||||||||||||||||
Price | |||||||||||||||||
Outstanding at beginning of the period | - | $ | - | ||||||||||||||
Granted during the period | 3,460,000 | 1 | |||||||||||||||
Exercised during the period | - | - | |||||||||||||||
Terminated during the period | - | - | |||||||||||||||
Outstanding at end of the period | 3,460,000 | $ | 1 | ||||||||||||||
Exercisable at end of the period | 3,460,000 | $ | 1 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||||
Schedule Of Future Minimum Payments | ' | ||||
The following is a schedule of the future minimum lease payments required under the operating leases that have initial non-cancelable lease terms in excess of one year: | |||||
Fiscal year ending | Minimum | ||||
December 31, | Lease | ||||
Commitments | |||||
2014 | $ | 34,200 |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2014 | Jan. 31, 2011 | Jan. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Subsequent Event [Member] | Social Reality LLC [Member] | Social Reality LLC [Member] | Accounts receivable [Member] | Accounts receivable [Member] | Accounts receivable [Member] | Revenues [Member] | Revenues [Member] | Revenues [Member] | |||
Private Placement [Member] | Class A and Class B common stock [Member] | RTB exchange service provider [Member] | Other Customer [Member] | RTB exchange service provider [Member] | Related Party [Member] | ||||||
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk percentage | ' | ' | ' | ' | ' | ' | 69.00% | 10.00% | 81.00% | 87.00% | 18.00% |
Number Of Major Customers | ' | ' | ' | ' | ' | 2 | ' | ' | 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] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of private placement | ' | ' | $1,468,001 | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,296,001 | 250,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from Related Parties | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Uninsured cash bank balance | $1,465,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_Payable_Details
Note Payable (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2013 | Feb. 22, 2013 | Jun. 30, 2013 | Dec. 31, 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 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] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | ' | 300,000 | ' | ' | 550,000 |
Proceeds from Long-term Lines of Credit | ' | ' | ' | 257,850 | ' | ' | ' | ' | ' |
Repayments of Lines of Credit | ' | ' | 550,000 | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | 228,575 | ' | ' |
Stock issued for financing fees, share | ' | ' | ' | 99,010 | ' | ' | 75,000 | ' | ' |
Stock issued for financing fees, value | ' | ' | ' | 100,000 | ' | ' | 75,000 | ' | ' |
Contribution of member interests in Social Reality, LLC in exchange for common stock | ' | 722,194 | ' | ' | ' | ' | ' | ' | ' |
Issuance Of Stock for Lender fee Description | ' | ' | ' | '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. | ' | ' | '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. | ' | ' |
Debt issuance costs | ' | ' | ' | 166,633 | ' | ' | 108,104 | ' | ' |
Interest expense | ' | ' | ' | ' | 166,633 | ' | ' | 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 | ' | ' |
Stock redeemed, value | ' | ' | $175,000 | ' | ' | ' | ' | ' | ' |
Stock redeemed, shares | ' | ' | 174,010 | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Related Party Transaction [Line Items] | ' |
Related party revenue | $200,000 |
Common Stock, Class A [Member] | ' |
Related Party Transaction [Line Items] | ' |
Related party revenue | $200,000 |
Stock ownership percentage | 57.00% |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2013 | Oct. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2013 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Dec. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Feb. 28, 2012 | Feb. 28, 2013 | Dec. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Aug. 31, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Feb. 28, 2012 | Jan. 31, 2012 | Dec. 31, 2013 | Oct. 04, 2013 | Dec. 31, 2012 | Jan. 31, 2012 | Aug. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Feb. 28, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Oct. 04, 2013 | Dec. 31, 2012 | Jan. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | Dec. 31, 2013 | Aug. 22, 2013 | |
TCA Global Credit Master Fund, LP [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Private Placement [Member] | Private Placement [Member] | Stock Option Issuance Transaction One [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Director [Member] | Director [Member] | Director [Member] | Director [Member] | Director [Member] | Two Employees [Member] | Two Employees [Member] | Three Employees [Member] | Three Employees [Member] | Non Employee [Member] | Non Employee [Member] | Non Employee [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 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] | Common Class B [Member] | Common Class B [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Series 1 Preferred Stock [Member] | Stock warrants [Member] | Stock warrants [Member] | Stock warrants [Member] | Stock warrants [Member] | |||
Restricted Stock [Member] | Restricted Stock [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 Two [Member] | Stock Option Issuance Transaction Two [Member] | Social Reality LLC [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] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Employee [Member] | Employee [Member] | Director [Member] | Social Reality LLC [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] | |||||||||||||||||||||||||||||||||||||||||
Preferred Stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | 50,000,000 | 200,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, par value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 121,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 121,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, shares authorized | 259,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,901,794 | ' | 3,912,129 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted during the period | 475,500 | 70,500 | ' | ' | ' | ' | ' | 205,000 | 25,000 | 55,500 | ' | 125,000 | 550,000 | ' | 75,000 | ' | 15,000 | 12,000 | ' | 50,000 | ' | 50,000 | ' | 106,500 | ' | 25,000 | ' | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares awarded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $101,388 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, vesting period | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '3 years | ' | ' | '2 years 9 months | ' | '3 years | ' | ' | '1 year | ' | '3 years | ' | '1 year | ' | '3 years | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares that vested in period | ' | ' | ' | 151,664 | ' | ' | ' | ' | ' | ' | ' | ' | 45,833 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | 2,059 | ' | ' | ' | ' | ' | ' | 39,815 | ' | ' | 18,750 | ' | ' | 108,854 | ' | 5,495 | ' | ' | 2,530 | ' | 3,583 | ' | 50,000 | ' | 9,939 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,250 | ' | 9,375 | ' | ' | ' | 1,728 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102,125 | ' | 21,875 | ' | ' | 12,738 | ' |
Grant date fair value of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105,827 | ' | ' | ' |
Share-based compensation, risk free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | 0.25% | ' | 0.14% | 0.38% | ' | 0.25% | ' | ' | ' | 0.38% | ' | 1.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' |
Share-based compensation, expected dividend yield | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | 0.00% | ' | 0.00% | 0.00% | ' | 0.00% | ' | ' | ' | 0.00% | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' |
Share-based compensation, expected volatility rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | 42.00% | ' | 42.00% | 40.00% | ' | 42.00% | ' | ' | ' | 40.00% | ' | 42.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52.00% | ' | ' | ' |
Share-based compensation, expected life in years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | '3 years | ' | '1 year | '2 years | ' | '3 years | ' | ' | ' | '3 years | ' | '4 years 3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Sale of common stock for cash | 2,388,382 | 472,959 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 372,959 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of common stock for cash, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 123,290 | 460,072 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for cash, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.81 | $0.81 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | 440,000 | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 86,000 | ' | 35,000 | ' | ' | ' | ' | ' |
Common stock issued for services | 318,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | 418,000 | ' | 28,500 | ' | ' | ' | ' | ' | 285,000 | ' | ' | ' | ' | ' | ' | ' | ' | 817,000 | ' | 350,000 | ' | ' | ' | ' | ' |
Issuance of common stock for compensation, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,665 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted during the period | $1 | $1.35 | ' | ' | ' | ' | ' | ' | ' | $1.50 | ' | ' | ' | ' | $1 | ' | $0.81 | $1 | ' | $1 | ' | ' | ' | $1 | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' |
Average remaining contractual life outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | '5 years | ' | '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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | $0.81 | ' | ' | $0.29 | ' | ' | $0.23 | ' | $0.29 | ' | ' | ' | $0.28 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of fair value of stock options | 100,656 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,031 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,739 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, shares forfeited | 120,000 | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested shares outstanding | 600,001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares forfeited, stock awards | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issued restricted stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated future compensation cost | 449,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock redeemed, value | ' | ' | 175,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock redeemed, shares | ' | ' | 174,010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of Class B common stock converted into Class A common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 |
Number of new Class A common stock shares from converted Class B common stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75 |
Securities sold to accredited investors in a private placement, units | ' | ' | ' | ' | ' | 660,000 | 4,587,940 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Puchase price, per unit | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of private placement | ' | ' | ' | ' | ' | 330,000 | 2,293,970 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | 212,060 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in business acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,328,767 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of days notice before right to redeem all or any portions of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' |
The value per share that triggers to right to redeem all of any portions of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.50 | ' | ' |
Consecutive trading days that stock is at a set value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' |
Daily average minimum value trading | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' |
PROPERTY_AND_EQUIPMENT_Schedul
PROPERTY AND EQUIPMENT (Schedule of Property and equipment) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated depreciation and amortization | ($10,184) | ($3,000) |
Carrying value | 27,798 | 15,000 |
Depreciation | 7,184 | 3,000 |
Office equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $37,982 | $18,000 |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
INCOME TAXES [Abstract] | ' | ' |
Net operating losses for tax purposes | $1,721,000 | ' |
Operating loss carry-forward expiration dates | 31-Dec-33 | ' |
Change in valuation allowance | $664,000 | $312,000 |
Deferred tax assets valuation allowance, percentage | 100.00% | ' |
INCOME_TAXES_Schedule_of_Incom
INCOME TAXES (Schedule of Income Tax Provision (Benefit)) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Federal: | ' | ' |
Current | ' | ' |
Deferred | 664,000 | 312,000 |
Federal Income Tax Expense (Benefit) | 664,000 | 312,000 |
State and local: | ' | ' |
Current | ' | ' |
Deferred | ' | ' |
State and Local Income Tax Expense (Benefit) | ' | ' |
Change in valuation allowance | -664,000 | -312,000 |
Income tax provision (benefit) | ' | ' |
INCOME_TAXES_Schedule_of_Effec
INCOME TAXES (Schedule of Effective tax rate) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
INCOME TAXES [Abstract] | ' | ' |
Statutory federal income tax rate | -34.00% | -34.00% |
Statutory state and local income tax rate (9%), net of federal benefit | -5.80% | -5.80% |
Other items | 1.80% | 15.00% |
Change in valuation allowance | 38.00% | 24.80% |
Effective tax rate | 0.00% | 0.00% |
Statutory state and local income tax rate | 9.00% | ' |
INCOME_TAXES_Schedule_of_Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets (liabilities): | ' | ' |
Stock-based compensation | $324,000 | $17,000 |
Net operating loss carry forward | 652,000 | 295,000 |
Less: valuation allowance | -976,000 | -312,000 |
Net deferred tax assets | ' | ' |
STOCK_OPTIONS_AND_WARRANTS_Sum
STOCK OPTIONS AND WARRANTS (Summary of Stock Options Activity) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Options | ' | ' |
Outstanding at beginning of the period | 70,500 | ' |
Granted during the period | 475,500 | 70,500 |
Exercised during the period | ' | ' |
Terminated during the period | -120,000 | ' |
Outstanding at end of the period | 426,000 | 70,500 |
Exercisable, end of year | 35,834 | 15,000 |
Weighted Average Exercise Price | ' | ' |
Outstanding at beginning of the period | $1.35 | ' |
Granted during the period | $1 | $1.35 |
Exercised during the period | ' | ' |
Terminated during the period | $1.08 | ' |
Outstanding at end of the period | $1.04 | $1.35 |
Exercisable, end of year | $1.09 | $0.81 |
Employee options [Member] | ' | ' |
Options | ' | ' |
Outstanding at end of the period | 401,000 | ' |
Exercisable, end of year | 35,834 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding at end of the period | $1.04 | ' |
Intrinsic value, outstanding | $883,324 | ' |
Intrinsic value, exercisable | 77,185 | ' |
Average remaining contractual life outstanding | '4 years 3 months 18 days | ' |
Average remaining contractual life exercisable | '3 years 7 months 6 days | ' |
Compensation cost related to unvested employee options not yet recognized | 79,600 | ' |
Estimated compensation cost to be recognized in 2014 | $34,227 | ' |
STOCK_OPTIONS_AND_WARRANTS_Sum1
STOCK OPTIONS AND WARRANTS (Summary of Common Stock Award Activity) (Details) (Restricted Stock [Member]) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock [Member] | ' | ' |
Warrant activity, number of shares: | ' | ' |
Outstanding at beginning of the period | 180,000 | ' |
Granted during the period | 675,000 | 205,000 |
Vested during the period | -151,664 | ' |
Terminated during the period | -53,334 | -25,000 |
Outstanding at the end of period | 650,002 | 180,000 |
STOCK_OPTIONS_AND_WARRANTS_Sum2
STOCK OPTIONS AND WARRANTS (Summary of Stock Warrants Activity) (Details) (Stock warrants [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Stock warrants [Member] | ' |
Warrant activity, number of shares: | ' |
Outstanding at beginning of the period | ' |
Granted during the period | 3,460,000 |
Exercised during the period | ' |
Terminated during the period | ' |
Outstanding at the end of period | 3,460,000 |
Exercisable at end of the period | 3,460,000 |
Weighted average remaining life | '2 years 10 months 24 days |
Warrant activity, weighted average exercise price: | ' |
Outstanding at beginning of the period | ' |
Granted during the period | $1 |
Exercised during the period | ' |
Terminated during the period | ' |
Outstanding at end of the period | $1 |
Exercisable at end of the period | $1 |
STOCK_OPTIONS_AND_WARRANTS_Nar
STOCK OPTIONS AND WARRANTS (Narrative) (Details) | Jan. 31, 2012 |
STOCK OPTIONS AND WARRANTS [Abstract] | ' |
2012 Equity Compensation Plan, shares authorized | 3,000,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ' | ' |
Lease expiration period | ' | 31-Dec-14 | ' |
Rent expense | ' | $30,503 | $43,217 |
2014 | ' | 34,200 | ' |
Christopher Miglino [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Annual base salary | 192,000 | ' | ' |
Annual base salary temporary reduction | ' | 90,000 | 60,000 |
Erin DeRuggiero [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Annual base salary | 192,000 | ' | ' |
Annual base salary temporary reduction | ' | $90,000 | $60,000 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], Private Placement [Member], USD $) | 1 Months Ended |
Jan. 31, 2014 | |
Subsequent Event [Member] | Private Placement [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of accredited investors in private placement | 22 |
Securities sold to accredited investors in a private placement, units | 978,667 |
Puchase price, per unit | $1.50 |
Proceeds from issuance of private placement | $1,468,001 |
Fees paid to placement agents and selling agent , including commissions and a non-accountable expense allowance | $190,840 |
Warrants issued to pay placement agents and selling agent | 97,866 |
Private Placement Warrant Exercise Price | $2 |