Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | BBOOTH, INC. | |
Entity Central Index Key | 1566610 | |
Trading Symbol | bbth | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 61,420,000 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $1,172,117 | |
Prepaid expenses and other current assets | 201,985 | 69,739 |
Note receivable | 861,435 | |
Total current assets | 201,985 | 2,103,291 |
Deposit for booth equipment | 199,428 | 199,428 |
Property and equipment, net | 157,942 | 123,807 |
Intangible assets, net | 1,231,250 | |
Total assets | 1,790,605 | 2,426,526 |
Current liabilities: | ||
Book overdraft | 3,916 | |
Accounts payable and accrued expenses | 330,393 | 311,958 |
Notes payable | 525,000 | 100,000 |
Total current liabilities | 859,309 | 411,958 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, none issued or outstanding | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 61,100,000 (unaudited) and 60,600,000 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 6,110 | 6,060 |
Additional paid-in capital | 12,387,135 | 12,052,575 |
Common stock issuable | 160,000 | |
Accumulated deficit | -11,621,949 | -10,044,067 |
Total shareholders' equity | 931,296 | 2,014,568 |
Total liabilities and shareholders' equity | $1,790,605 | $2,426,526 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 61,100,000 | 60,600,000 |
Common stock, shares outstanding | 61,100,000 | 60,600,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Research and development expense | $73,838 | $81,894 |
General and administrative expense | 1,500,635 | 331,033 |
Loss from operations | -1,574,473 | -412,927 |
Interest expense, net | -3,409 | |
Net loss | ($1,577,882) | ($412,927) |
Net loss per share, basic and diluted (in dollars per share) | ($0.03) | ($0.04) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 60,750,000 | 11,650,000 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities: | ||
Net loss | ($1,577,882) | ($412,927) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 91,752 | 1,447 |
Equity interests issued as payment of salary expense | 62,500 | |
Share based compensation | 64,496 | |
Effect of changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 12,868 | |
Book overdraft | 3,916 | |
Accounts payable and accrued expenses | 18,435 | 5,644 |
Net cash used in operating activities | -1,386,415 | -343,336 |
Investing activities: | ||
Purchase of property and equipment | -41,802 | -940 |
Acquisition of Songstagram | -43,900 | |
Net cash used in investing activities | -85,702 | -940 |
Financing activities: | ||
Proceeds from notes payable | 300,000 | |
Proceeds from capital contributions | 380,000 | |
Net cash provided by financing activities | 300,000 | 380,000 |
Net change in cash | -1,172,117 | 35,724 |
Cash, beginning of period | 1,172,117 | 124,224 |
Cash, end of period | 159,948 | |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest expense | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing transactions: | ||
Note payable issued as payment for professional fees | 125,000 | |
Conversion of note receivable for the acquisition of Songstagram | 861,435 | |
Common stock issuable in connection with settlement agreement | 160,000 | |
Issuance of common stock in connection with settlement agreement | $250,000 |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization And Description Of Business [Abstract] | ||
DESCRIPTION OF BUSINESS | 1. | DESCRIPTION OF BUSINESS |
Organization | ||
Cutaia Media Group, LLC ("CMG") was a limited liability company formed on December 12, 2012 under the laws of the state of Nevada. On May 19, 2014, bBooth, Inc. was incorporated under the laws of the state of Nevada. On May 19, 2014, CMG was merged into bBooth, Inc. pursuant to a Plan of Merger unanimously approved by the members of CMG. On October 17, 2014, bBooth, Inc. changed the name of its operating company to bBooth (USA), Inc. ("bBooth"). The operations of CMG and bBooth are collectively referred to as the "Company." | ||
On October 16, 2014, the Company completed a Share Exchange Agreement with Global System Designs, Inc. ("GSD"). In connection with the closing of the Share Exchange Agreement, all of GSD's prior management resigned and were replaced by management nominated by the Company, and shareholders of the Company were issued shares of GSD common stock that constituted approximately 83% of issued and outstanding shares at the closing date. As a result, the Share Exchange Agreement has been treated as a reverse merger transaction, with the Company as the acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations that will be reflected in these financial statements for periods ended prior to the closing of the Exchange Agreement will be those of bBooth. | ||
In connection with the Share Exchange Agreement, GSD changed its name to bBooth, Inc. | ||
Nature of Business | ||
The Company is engaged in the manufacture and operation of Internet connected, broadcast-quality portable recording studios, branded and marketed as "bBooth," which are integrated into a social media, messaging, gaming, music streaming and video sharing app. The bBooth portable television studios are in the process of being deployed to shopping malls and other high-traffic venues in the United States. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Basis of Presentation | |||||
The accompanying condensed consolidated balance sheet as of December 31, 2014, which has been derived from the Company's audited financial statements as of that date, and the unaudited condensed consolidated financial information of the Company as of March 31, 2015 and for the three months ended March 31, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended March 31, 2015 are not necessarily indicative of the results that may be expected for the entire year. | |||||
Certain information and footnote disclosure normally included in financial statements in accordance with GAAP have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC"). These unaudited financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 31, 2015. | |||||
Principles of Consolidation | |||||
The condensed consolidated financial statements include the accounts of bBooth, Inc. and Songstagram, Inc. ("Songstagram"). All significant intercompany transactions have been eliminated in consolidation. | |||||
Going Concern | |||||
The Company has incurred operating losses since inception and has negative cash flows from operations. It also has an accumulated deficit of $11,621,949 (unaudited) as of March 31, 2015. As a result, the Company's continuation as a going concern is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its obligations. Management intends to continue to seek additional debt or equity financing to continue its operations. Management also intends to look at mergers with, or acquisitions of, other related entities to grow its business and customer base. | |||||
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. | |||||
There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. | |||||
Use of Estimates | |||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Significant estimates include the value of share based payments. Amounts could materially change in the future. | |||||
Cash and Cash Equivalents | |||||
The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents. | |||||
Property and Equipment | |||||
Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. | |||||
Deposit for Booth Equipment | |||||
Deposit for booth equipment represents amounts paid as a down payment on a purchase order for ten booths during 2014. Booth equipment costs are recorded at historical cost and represent costs to acquire the Company's bBooth portable recording studios, which will be used by the Company for revenue producing activities. Once the bBooth studios are completed and placed in service, the Company will depreciate the amounts over the estimated useful lives of the equipment. | |||||
Long-Lived Assets | |||||
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was no impairment of assets identified during the three months ended March 31, 2015 or 2014. | |||||
Income Taxes | |||||
The Company accounts for income taxes under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740 "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. | |||||
The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of operations. As of March 31, 2015 and December 31, 2014, the Company has not established a liability for uncertain tax positions. | |||||
Share Based Payment | |||||
The Company issues stock options, common stock, and equity interests as share-based compensation to employees and non-employees. | |||||
The Company accounts for its share-based compensation to employees in accordance FASB ASC 718 "Compensation – Stock Compensation." Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. | |||||
The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The final fair value of the share-based payment transaction is determined at the performance completion date. For interim periods, the fair value is estimated and the percentage of completion is applied to that estimate to determine the cumulative expense recorded. | |||||
The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion. | |||||
The Company values stock options and warrants using the Black-Scholes option pricing model. There were no options issued during the three months ended March 31, 2015 and 2014. Assumptions used in the Black-Scholes model to value warrants issued during the three months ended March 31, 2015 are as follows: | |||||
Three Months Ended | |||||
March 31, | |||||
2015 | |||||
Expected life in years | 3 | ||||
Stock price volatility | 81.80% | ||||
Risk free interest rate | 0.95% | ||||
Expected dividends | NA | ||||
Research and Development Costs | |||||
Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses to vendors contracted to perform research projects and develop technology for the Company's bBooth recording studios and integrated app. Research and development costs are expensed as incurred. | |||||
Net Loss Per Share | |||||
Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental common shares issuable upon exercise of stock options. No dilutive potential common shares were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of March 31, 2015 and 2014, the Company had total options and warrants of 7,108,000 (unaudited) and 0 (unaudited), respectively which were excluded from the computation of net loss per share because they are anti-dilutive. | |||||
Fair Value of Financial Instruments | |||||
The Company's financial instruments include cash and notes payable. The principal balance of the notes payable approximates fair value because of the current interest rates and terms offered to the Company for similar debt are substantially the same. | |||||
Recent Accounting Pronouncements | |||||
There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | 3. | PROPERTY AND EQUIPMENT | |||||||
Property and equipment consisted of the following as of March 31, 2015 and December 31, 2014. | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Furniture and fixtures | $ | 54,361 | $ | 54,361 | |||||
Booth equipment | 41,802 | - | |||||||
Audio and visual equipment | 40,461 | 40,461 | |||||||
Office equipment | 45,301 | 45,301 | |||||||
181,925 | 140,123 | ||||||||
Less: accumulated depreciation | (23,983 | ) | (16,316 | ) | |||||
$ | 157,942 | $ | 123,807 | ||||||
Depreciation expense amounted to $7,667 (unaudited) and $1,447 (unaudited) for the three months ended March 31, 2015 and 2014, respectively. |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended | |
Mar. 31, 2015 | ||
Notes Payable [Abstract] | ||
NOTES PAYABLE | 4. | NOTES PAYABLE |
On September 30, 2014, the Company entered into an unsecured demand promissory note with a third party lender for total borrowings of $100,000. The outstanding principal is due on demand, along with an additional interest fee of $5,000. | ||
On February 26, 2015, the Company entered into an unsecured loan agreement with a third party lender for additional borrowings of $200,000. The borrowings bear interest at 12% per annum and are due on demand. | ||
On February 26, 2015, the Company entered into an unsecured loan agreement with its majority shareholder for borrowings of $100,000. The borrowings bear entered at 12% per annum and are due on demand. | ||
On March 21, 2015, the Company entered into an agreement with DelMorgan Group LLC to act as its exclusive financial advisor. In connection with the agreement, the Company paid DelMorgan Group LLC $125,000, which was advanced by a third party lender in exchange for an usecured note payable by the Company with interest at 12% per annum payable monthly beginning April 20, 2015. The note payable is due on the earlier of March 20, 2017, or upon completion of a private placement transaction, as defined in the agreement. The Company expects this transaction to take place in the next twelve months. As a result, the $125,000 note payable has been classified as a current liability as of March 31, 2015 in the accompanying condensed consolidated balance sheet. |
ACQUISITION_OF_ASSETS_OF_SONGS
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC. | 5. | ACQUISITION OF ASSETS OF SONGSTAGRAM, INC. | |||
On December 11, 2014, Songstagram, Inc. ("Songstagram") and Rocky Wright issued secured promissory notes (collectively, the "Promissory Notes") in connection with advances that the Company made to Songstagram and Mr. Wright. The advances were made by the Company in connection with ongoing negotiations for a possible acquisition of Songstagram or its assets by the Company. Pursuant to the Promissory Notes, Songstagram promised to pay the Company the principal sum of $475,000, together with interest at a rate equal to 8% per annum and Mr. Wright promised to pay the Company the principal sum of $386,435, together with interest at a rate equal to 8% per annum. All unpaid principal, which totaled an aggregate of $861,435, together with any then unpaid and accrued interest and other amounts payable under the Promissory Notes, were to be due and payable on the earlier of (i) the Company's demand for payment; or (ii) when, upon or after the occurrence of an event of default, the Company declared such amounts due and payable or such amounts were made automatically due and payable under the terms of the Promissory Notes. During any period in which an event of default had occurred and was continuing, Songstagram and Wright, as applicable, were to pay interest on the unpaid principal balance at a rate of 13% per annum. The Promissory Notes have been prepaid without the Company's prior written consent. The full amounts of the Promissory Notes were secured by all of Songstagram's assets and all of Mr. Wright's assets related to Songstagram, as applicable, in accordance with security agreements dated December 11, 2014, as described below. | |||||
In connection with the Promissory Notes, the Company entered into security agreements (collectively, the "Security Agreements") with each of Songstagram and Mr. Wright dated December 11, 2014. Pursuant to the Security Agreements, Songstagram and Mr. Wright, as applicable, agreed to, among other things, (i) pay all secured obligations when due; (ii) upon or following the occurrence of an event of default, pay all of the Company's costs and expenses, including reasonable attorneys' fees, incurred by the Company in the perfection, preservation, realization, enforcement and exercise of the Company's rights, powers and remedies under the Security Agreements; and (iii) execute and deliver such documents as the Company deems necessary to create, perfect and continue the security interests. | |||||
Effective January 20, 2015, the Company entered into an acquisition agreement (the "Acquisition Agreement") with Songstagram and Rocky Wright, pursuant to which the Company acquired from Wright all assets and intellectual property that Wright owned related to, or used in connection with: (i) the business of Songstagram, (ii) the assets owned and/or used by Songstagram, (iii) the Songstagram software application, (iv) the business and assets of Qubeey Inc. ("Qubeey"), and (v) all software applications of Qubeey, in consideration of the forgiveness of all principal and interest owing by Mr. Wright to the Company under the promissory note issued by Wright to the Company on December 11, 2014. In connection with the Acquisition Agreement, the Company also paid an additional $43,900 to Mr. Wright in January 2015. | |||||
In connection with the Acquisition Agreement and the Company's prior demand for the repayment of all monies outstanding under the promissory note issued by Songstagram to the Company on December 11, 2014, as Songstagram was unable to repay such monies, Songstagram consented to the enforcement of the security granted under the Security Agreement, dated December 11, 2014 with Songstagram, by way of a strict foreclosure. In accordance with the terms of the Acquisition Agreement, and as further provided for in a surrender of collateral, consent to strict foreclosure and release agreement dated January 20, 2015 (the "Surrender of Collateral, Consent to Strict Foreclosure and Release Agreement") between the Company and Songstagram, Songstagram agreed to turn over all collateral pledged under the Security Agreement and consented to our retaining such collateral in satisfaction of the indebtedness due under the promissory note issued by Songstagram to the Company. | |||||
Effective March 4, 2015, the Company entered into a settlement and release agreement with Songstagram and Jeff Franklin, pursuant to which the Company agreed to issue 500,000 shares of common stock to Mr. Franklin in full settlement and release of a claim he had on certain assets acquired from Songstagram. The shares of common stock issued to Mr. Franklin were valued at $250,000 and reflected as part of the acquisition price of Songstagram. | |||||
Effective March 5, 2015, the Company entered into a settlement and release agreement with Songstagram and Art Malone Jr., pursuant to which the Company agreed to issue 320,000 shares of common stock to Mr. Malone in full settlement and release of a claim he had on certain assets acquired from Songstagram. The shares of common stock issuable to Mr. Malone were valued at $160,000 and reflected as part of the acquisition price of Songstagram. The 320,000 shares of common stock were issued to Mr. Malone on April 29, 2015. As of March 31, 2015, the shares issuable under the agreement were reflected as common stock issuable on the accompanying condensed consolidated balance sheet. | |||||
As a result, the total consideration paid by the Company for the acquisition of Songstagram amounted to $1,315,335. Assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The fair values of identifiable intangible assets were based on valuations using the income approach. | |||||
The preliminary purchase price allocation was allocated as follows: | |||||
Intangible assets acquired represented software applications which have an estimated useful life of 3 years. The estimated useful life is based on the patterns in which the economic benefits related to such assets are expected to be realized. | |||||
Recognized amounts of identifiable assets acquired | |||||
and liabilities assumed, at fair value | |||||
Intangible assets | $ | 1,315,335 | |||
$ | 1,315,335 | ||||
Amortization expense for intangible assets amounted to $84,085 and $0 for the three months ended March 31, 2015 and 2014, respectively. Estimated future amortization of intangible assets is as follows. | |||||
Year Ended | |||||
December 31, | |||||
2015 | $ | 328,834 | |||
2016 | 438,445 | ||||
2017 | 438,445 | ||||
2018 | 25,526 | ||||
$ | 1,231,250 |
EQUITY_TRANSACTIONS
EQUITY TRANSACTIONS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
EQUITY TRANSACTIONS | 6. | EQUITY TRANSACTIONS | |||||||||||||||
Common Stock | |||||||||||||||||
During the three months ended March 31, 2015, the Company entered into a settlement and release agreement with Songstagram and Jeff Franklin, pursuant to which the Company agreed to issue 500,000 shares of common stock valued at $250,000 to Mr. Franklin in full settlement and release of a claim he had on certain assets acquired from Songstagram (see Note 5). | |||||||||||||||||
During the three months ended March 31, 2014, the Company received capital contributions from stockholders' totaling $380,000, and granted its majority shareholder $62,500 of equity interests as payment of his accrued salary for the three months ended March 31, 2014. | |||||||||||||||||
Stock Options | |||||||||||||||||
Effective October 16, 2014, the Company adopted the 2014 Stock Option Plan (the "Plan") under the administration of the board of directors to retain the services of valued key employees and consultants of the Company. | |||||||||||||||||
On November 21, 2014, the Company entered into an executive employment agreement with Rory Cutaia, the Company's Chief Executive Officer, and issued the following stock options in connection with the agreement: (i) 800,000 stock options, each exercisable into one share of our common stock at a price of $0.50 per share, 400,000 of which vested immediately and 400,000 which will vest one year from the execution date, on November 21, 2015 and (ii) 250,000 stock options on each anniversary of the execution date. | |||||||||||||||||
On November 12, 2014, the Company granted an additional 7,350,000 stock options to various key employees and consultants which are exercisable into shares of common stock at a price of $0.50 per share. The options have a 5 year life and vest over periods ranging from immediately to 4 years from the date of grant. | |||||||||||||||||
There was no option activity during the three months ended March 31, 2014. A summary of option activity for the three months ended March 31, 2015 is presented below. | |||||||||||||||||
Weighted- | |||||||||||||||||
Weighted- | Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
Exercise | Contractual | Intrinsic | |||||||||||||||
Options | Price | Life (Years) | Value | ||||||||||||||
Outstanding at December 31, 2014 | 6,470,000 | $ | 0.5 | 4.87 | $ | - | |||||||||||
Granted | - | - | |||||||||||||||
Forfeited | (10,000 | ) | 0.5 | - | |||||||||||||
Exercised | - | - | |||||||||||||||
Outstanding at March 31, 2015 (unaudited) | 6,460,000 | $ | 0.5 | 4.62 | $ | - | |||||||||||
Vested and expected to vest | |||||||||||||||||
at March 31, 2015 (unaudited) | 5,103,400 | $ | 0.5 | 4.62 | $ | - | |||||||||||
Exercisable at March 31, 2015 (unaudited) | 1,925,000 | $ | 0.5 | 4.62 | $ | - | |||||||||||
The total expense recognized relating to stock options for the three months ended March 31, 2015 and 2014 amounted to $64,496 and $0, respectively. As of March 31, 2015, total unrecognized stock-based compensation expense was $1,388,577, which is expected to be recognized as an operating expense through November 2019. | |||||||||||||||||
Warrants | |||||||||||||||||
On November 12, 2014, the Company granted warrants to a consultant to purchase 600,000 shares of common stock at an exercise price of $0.50 per share. The warrants expire on November 12, 2019 and were fully vested on the grant date. | |||||||||||||||||
On March 21, 2015, the Company entered into an agreement with DelMorgan Group LLC to act as its exclusive financial advisor. In connection with the agreement, the Company granted 48,000 warrants with an exercise price of $0.10 per share. The warrants were fully vested on the date of the grant and expire on March 20, 2018. The warrants have been valued using the Black-Scholes pricing model as of the contract date. The total value of $20,114 has been recorded as a component of prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet as of March 31, 2015 and is being amortized over the life of the agreement. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 7. | COMMITMENTS AND CONTINGENCIES |
Operating Leases | ||
The Company leases its office space in Hollywood, California under an operating lease which provides for monthly rent of $14,805 through July 31, 2015. The Company had total rent expense for the three months ended March 31, 2015 and 2014 of $49,650 and $20,240, respectively. | ||
The Company has lease agreements to display its bBooth units in various shopping malls through the United States, which provide for monthly lease payments ranging from $3,500 to $12,000 extending through May 2015. The total expense relating to these lease agreements for the three months ended March 31, 2015 and 2014 amounted to $154,350 and $0, respectively. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | |
Mar. 31, 2015 | ||
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 8. | SUBSEQUENT EVENTS |
On April 2, 2015, the Company entered into a loan agreement with a third party lender for additional borrowings of $200,000. The borrowings bear interest at 12% per annum and are due on demand. | ||
On April 15, 2015, the Company entered into a loan agreement with a third party lender for additional borrowings of $50,000. The borrowings bear interest at 12% per annum and are due on demand. | ||
On April 29, 2015, the Company issued 320,000 shares of common stock in connection with a settlement and release agreement with Art Malone Jr. (see Note 5). |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
Basis of Presentation | Basis of Presentation | ||||
The accompanying condensed consolidated balance sheet as of December 31, 2014, which has been derived from the Company's audited financial statements as of that date, and the unaudited condensed consolidated financial information of the Company as of March 31, 2015 and for the three months ended March 31, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended March 31, 2015 are not necessarily indicative of the results that may be expected for the entire year. | |||||
Certain information and footnote disclosure normally included in financial statements in accordance with GAAP have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC"). These unaudited financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 31, 2015. | |||||
Principles of Consolidation | Principles of Consolidation | ||||
The condensed consolidated financial statements include the accounts of bBooth, Inc. and Songstagram, Inc. ("Songstagram"). All significant intercompany transactions have been eliminated in consolidation. | |||||
Going Concern | Going Concern | ||||
The Company has incurred operating losses since inception and has negative cash flows from operations. It also has an accumulated deficit of $11,621,949 (unaudited) as of March 31, 2015. As a result, the Company's continuation as a going concern is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its obligations. Management intends to continue to seek additional debt or equity financing to continue its operations. Management also intends to look at mergers with, or acquisitions of, other related entities to grow its business and customer base. | |||||
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. | |||||
There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. | |||||
Use of Estimates | Use of Estimates | ||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Significant estimates include the value of share based payments. Amounts could materially change in the future. | |||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||
The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents. | |||||
Property and Equipment | Property and Equipment | ||||
Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. | |||||
Deposit for Booth Equipment | Deposit for Booth Equipment | ||||
Deposit for booth equipment represents amounts paid as a down payment on a purchase order for ten booths during 2014. Booth equipment costs are recorded at historical cost and represent costs to acquire the Company's bBooth portable recording studios, which will be used by the Company for revenue producing activities. Once the bBooth studios are completed and placed in service, the Company will depreciate the amounts over the estimated useful lives of the equipment. | |||||
Long-Lived Assets | Long-Lived Assets | ||||
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was no impairment of assets identified during the three months ended March 31, 2015 or 2014. | |||||
Income Taxes | Income Taxes | ||||
The Company accounts for income taxes under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740 "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. | |||||
The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of operations. As of March 31, 2015 and December 31, 2014, the Company has not established a liability for uncertain tax positions. | |||||
Share Based Payment | Share Based Payment | ||||
The Company issues stock options, common stock, and equity interests as share-based compensation to employees and non-employees. | |||||
The Company accounts for its share-based compensation to employees in accordance FASB ASC 718 "Compensation – Stock Compensation." Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. | |||||
The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The final fair value of the share-based payment transaction is determined at the performance completion date. For interim periods, the fair value is estimated and the percentage of completion is applied to that estimate to determine the cumulative expense recorded. | |||||
The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion. | |||||
The Company values stock options and warrants using the Black-Scholes option pricing model. There were no options issued during the three months ended March 31, 2015 and 2014. Assumptions used in the Black-Scholes model to value warrants issued during the three months ended March 31, 2015 are as follows: | |||||
Three Months Ended | |||||
March 31, | |||||
2015 | |||||
Expected life in years | 3 | ||||
Stock price volatility | 81.80% | ||||
Risk free interest rate | 0.95% | ||||
Expected dividends | NA | ||||
Research and Development Costs | Research and Development Costs | ||||
Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses to vendors contracted to perform research projects and develop technology for the Company's bBooth recording studios and integrated app. Research and development costs are expensed as incurred. | |||||
Net Loss Per Share | Net Loss Per Share | ||||
Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental common shares issuable upon exercise of stock options. No dilutive potential common shares were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of March 31, 2015 and 2014, the Company had total options and warrants of 7,108,000 (unaudited) and 0 (unaudited), respectively which were excluded from the computation of net loss per share because they are anti-dilutive. | |||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||
The Company's financial instruments include cash and notes payable. The principal balance of the notes payable approximates fair value because of the current interest rates and terms offered to the Company for similar debt are substantially the same. | |||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||
There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
Schedule of assumptions used in the Black-Scholes model to value options issued | |||||
Three Months Ended | |||||
March 31, | |||||
2015 | |||||
Expected life in years | 3 | ||||
Stock price volatility | 81.80% | ||||
Risk free interest rate | 0.95% | ||||
Expected dividends | NA | ||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of property and equipment | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Furniture and fixtures | $ | 54,361 | $ | 54,361 | |||||
Booth equipment | 41,802 | - | |||||||
Audio and visual equipment | 40,461 | 40,461 | |||||||
Office equipment | 45,301 | 45,301 | |||||||
181,925 | 140,123 | ||||||||
Less: accumulated depreciation | (23,983 | ) | (16,316 | ) | |||||
$ | 157,942 | $ | 123,807 |
ACQUISITION_OF_ASSETS_OF_SONGS1
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Schedule of preliminary purchase price allocation | |||||
Recognized amounts of identifiable assets acquired | |||||
and liabilities assumed, at fair value | |||||
Intangible assets | $ | 1,315,335 | |||
$ | 1,315,335 | ||||
Schedule of estimated future amortization of intangible assets | Year Ended | ||||
December 31, | |||||
2015 | $ | 328,834 | |||
2016 | 438,445 | ||||
2017 | 438,445 | ||||
2018 | 25,526 | ||||
$ | 1,231,250 | ||||
EQUITY_TRANSACTIONS_Tables
EQUITY TRANSACTIONS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Schedule of option activity | |||||||||||||||||
Weighted- | |||||||||||||||||
Weighted- | Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
Exercise | Contractual | Intrinsic | |||||||||||||||
Options | Price | Life (Years) | Value | ||||||||||||||
Outstanding at December 31, 2014 | 6,470,000 | $ | 0.5 | 4.87 | $ | - | |||||||||||
Granted | - | - | |||||||||||||||
Forfeited | (10,000 | ) | 0.5 | - | |||||||||||||
Exercised | - | - | |||||||||||||||
Outstanding at March 31, 2015 (unaudited) | 6,460,000 | $ | 0.5 | 4.62 | $ | - | |||||||||||
Vested and expected to vest | |||||||||||||||||
at March 31, 2015 (unaudited) | 5,103,400 | $ | 0.5 | 4.62 | $ | - | |||||||||||
Exercisable at March 31, 2015 (unaudited) | 1,925,000 | $ | 0.5 | 4.62 | $ | - | |||||||||||
DESCRIPTION_OF_BUSINESS_Detail
DESCRIPTION OF BUSINESS (Detail Textuals) (Global System Designs Inc, Share exchange agreement) | 0 Months Ended |
Oct. 16, 2014 | |
Global System Designs Inc | Share exchange agreement | |
Description Of Business [Line Items] | |
Percentage of shares issued and outstanding | 83.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Assumptions used in Black-Scholes model to value warrants (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Expected life in years | 3 years |
Stock price volatility | 81.80% |
Risk free interest rate | 0.95% |
Expected dividends |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | ($11,621,949) | ($10,044,067) | |
Property and equipment, depreciation method | Straight-line basis | ||
Estimated useful life (in years) | 5 years | ||
Stock options, method used | Black-Scholes option pricing model | ||
Number of options and warrants excluded from computation of net loss per share | 7,108,000 | 0 |
PROPERTY_AND_EQUIPMENT_Summary
PROPERTY AND EQUIPMENT - Summary of property and equipment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $181,925 | $140,123 |
Less: accumulated depreciation | -23,983 | -16,316 |
Property and equipment, net | 157,942 | 123,807 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 54,361 | 54,361 |
Booth equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 41,802 | |
Audio and visual equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 40,461 | 40,461 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $45,301 | $45,301 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details textuals) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $7,667 | $1,447 |
NOTES_PAYABLE_Details_textuals
NOTES PAYABLE (Details textuals) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Sep. 30, 2014 | Feb. 26, 2015 | Mar. 21, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Demand promissory note borrowing | $300,000 | ||||
Note payable has been classified as current liability | 525,000 | 100,000 | |||
Third party lender | |||||
Debt Instrument [Line Items] | |||||
Demand promissory note borrowing | 100,000 | ||||
Additional interest fee | 5,000 | ||||
Third party lender | Loan agreement | |||||
Debt Instrument [Line Items] | |||||
Borrowings amount | 200,000 | ||||
Borrowings interest rate | 12.00% | ||||
Majority Shareholder | Loan agreement | |||||
Debt Instrument [Line Items] | |||||
Borrowings amount | 100,000 | ||||
Borrowings interest rate | 12.00% | ||||
DelMorgan Group LLC | |||||
Debt Instrument [Line Items] | |||||
Fee paid in advance | 125,000 | ||||
Interest rate | 12.00% | ||||
Note payable has been classified as current liability | $125,000 |
ACQUISITION_OF_ASSETS_OF_SONGS2
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC (Details) (Songstagram Inc, USD $) | Mar. 04, 2015 |
Songstagram Inc | |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Intangible assets | $1,315,335 |
Intangible assets, total | $1,315,335 |
ACQUISITION_OF_ASSETS_OF_SONGS3
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC (Details 1) (USD $) | Mar. 31, 2015 |
Estimated future amortization of intangible assets | |
2015 | $328,834 |
2016 | 438,445 |
2017 | 438,445 |
2018 | 25,526 |
Total future amortization of intangible assets | $1,231,250 |
ACQUISITION_OF_ASSETS_OF_SONGS4
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC (Details textuals) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||
Dec. 11, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 04, 2015 | Apr. 29, 2015 | Dec. 31, 2014 | Mar. 05, 2015 | |
Business Acquisition [Line Items] | |||||||
Note receivable | $861,435 | $861,435 | |||||
Interest rate on default | 13.00% | ||||||
Amount paid to Mr. Wright related to acquisition of Songstagram | 43,900 | ||||||
Intangible assets estimated useful life | 3 years | ||||||
Amortization expense for intangible assets | 84,085 | 0 | |||||
Songstagram Inc | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration paid | 1,315,335 | ||||||
Songstagram Inc | Promissory Notes | |||||||
Business Acquisition [Line Items] | |||||||
Principal sum of secured promissory notes | 475,000 | ||||||
Interest rate of secured promissory notes | 8.00% | ||||||
Rocky Wright | Promissory Notes | |||||||
Business Acquisition [Line Items] | |||||||
Principal sum of secured promissory notes | 386,435 | ||||||
Interest rate of secured promissory notes | 8.00% | ||||||
Songstagram and Jeff Franklin | Settlement and release agreement | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares agreed to issue | 500,000 | ||||||
Value of shares agreed to issue | |||||||
Mr. Malone | Settlement and release agreement | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares agreed to issue | 320,000 | ||||||
Value of shares agreed to issue | $160,000 | ||||||
Mr. Malone | Settlement and release agreement | Subsequent event | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued | 320,000 |
EQUITY_TRANSACTIONS_Details
EQUITY TRANSACTIONS (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Number of Options | ||
Options outstanding | 6,470,000 | |
Granted | ||
Forfeited | -10,000 | |
Exercised | ||
Options outstanding | 6,460,000 | 6,470,000 |
Vested and expected to vest | 5,103,400 | |
Exercisable | 1,925,000 | |
Weighted Average Exercise Price | ||
Outstanding | $0.50 | |
Granted | ||
Forfeited | $0.50 | |
Outstanding | $0.50 | $0.50 |
Vested and expected to vest | $0.50 | |
Exercisable | $0.50 | |
Weighted Average Remaining Contractual Term (Years) | ||
Outstanding | 4 years 7 months 13 days | 4 years 10 months 13 days |
Vested and expected to vest | 4 years 7 months 13 days | |
Exercisable | 4 years 7 months 13 days | |
Aggregate Intrinsic Value | ||
Outstanding | ||
Granted | ||
Forfeited | ||
Exercised | ||
Outstanding | ||
Vested and expected to vest | ||
Exercisable |
EQUITY_TRANSACTIONS_Detail_Tex
EQUITY TRANSACTIONS (Detail Textuals) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 04, 2015 | Nov. 21, 2014 | Nov. 12, 2014 | Dec. 31, 2014 | Mar. 05, 2015 | |
Stockholders Equity Note [Line Items] | |||||||
Capital contributions received from stockholders | $380,000 | ||||||
Equity interests issued as payment of accrued salary | 62,500 | ||||||
Number of stock options granted | |||||||
Exercise price of common stock granted | |||||||
Expense recognized relating to stock options | 64,496 | 0 | |||||
Unrecognized stock based compensation expense | 1,388,577 | ||||||
Prepaid expenses and other current assets | 201,985 | 69,739 | |||||
DelMorgan Group LLC | |||||||
Stockholders Equity Note [Line Items] | |||||||
Warrant exercise price | $0.10 | ||||||
Warrants granted | 48,000 | ||||||
Prepaid expenses and other current assets | 20,114 | ||||||
Songstagram and Jeff Franklin | Settlement and release agreement | |||||||
Stockholders Equity Note [Line Items] | |||||||
Number of shares agreed to issue | 500,000 | ||||||
Value of shares agreed to issue | |||||||
Mr. Malone | Settlement and release agreement | |||||||
Stockholders Equity Note [Line Items] | |||||||
Number of shares agreed to issue | 320,000 | ||||||
Value of shares agreed to issue | 160,000 | ||||||
Rory Cutaia | 2014 Stock option plan | |||||||
Stockholders Equity Note [Line Items] | |||||||
Number of stock options granted | 800,000 | ||||||
Number of shares exercisable by each stock option | 1 | ||||||
Exercise price of common stock granted | $0.50 | ||||||
Number of shares vested immediately | 400,000 | ||||||
Remaining number of shares to be vested | $400,000 | ||||||
Number of stock options vested on each anniversary | 250,000 | ||||||
Key employees and consultants | 2014 Stock option plan | |||||||
Stockholders Equity Note [Line Items] | |||||||
Number of stock options granted | 7,350,000 | ||||||
Exercise price of common stock granted | $0.50 | ||||||
Life of options (in years) | 5 years | ||||||
Vesting period | 4 years | ||||||
Consultant | |||||||
Stockholders Equity Note [Line Items] | |||||||
Number of warrants granted | 600,000 | ||||||
Warrant exercise price | $0.50 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details textuals) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Other Commitments [Line Items] | ||
Operating lease monthly rent | $14,805 | |
Total rent expense | 49,650 | 20,240 |
Commitments relating to lease | 154,350 | 0 |
Minimum | Lease agreements | ||
Other Commitments [Line Items] | ||
Operating lease monthly rent | 3,500 | |
Maximum | Lease agreements | ||
Other Commitments [Line Items] | ||
Operating lease monthly rent | $12,000 |
SUBSEQUENT_EVENTS_Details_text
SUBSEQUENT EVENTS (Details textuals) (USD $) | 1 Months Ended | |||
Feb. 26, 2015 | Apr. 15, 2015 | Apr. 02, 2015 | Apr. 29, 2015 | |
Third party lender | Loan agreement | ||||
Subsequent Event [Line Items] | ||||
Borrowings amount | $200,000 | |||
Borrowings interest rate | 12.00% | |||
Subsequent event | Third party lender | Loan agreement | ||||
Subsequent Event [Line Items] | ||||
Borrowings amount | $50,000 | $200,000 | ||
Borrowings interest rate | 12.00% | 12.00% | ||
Subsequent event | Mr. Malone | Settlement and release agreement | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 320,000 |