Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 14, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | BBOOTH, INC. | |
Entity Central Index Key | 1,566,610 | |
Trading Symbol | bbth | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 62,020,000 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 90,684 | $ 1,172,117 |
Prepaid expenses and other current assets | 113,996 | 69,739 |
Note receivable | 861,435 | |
Total current assets | 204,680 | 2,103,291 |
Deposit for booth equipment | 199,428 | 199,428 |
Property and equipment, net | 156,716 | 123,807 |
Intangible assets, net | 1,121,639 | |
Total assets | 1,682,463 | 2,426,526 |
Current liabilities: | ||
Accounts payable and accrued expenses | 408,479 | 311,958 |
Notes payable | 1,160,000 | 100,000 |
Total current liabilities | $ 1,568,479 | $ 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, 61,420,000 (unaudited) and 60,600,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | $ 6,142 | $ 6,060 |
Additional paid-in capital | 12,735,648 | 12,052,575 |
Accumulated deficit | (12,627,806) | (10,044,067) |
Total shareholders' equity | 113,984 | 2,014,568 |
Total liabilities and shareholders' equity | $ 1,682,463 | $ 2,426,526 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
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) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 61,420,000 | 60,600,000 |
Common stock, shares outstanding | 61,420,000 | 60,600,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Research and development expense | $ 7,750 | $ 81,588 | $ 44,843 | |
General and administrative expense | 958,502 | $ 360,395 | 2,459,137 | 728,479 |
Loss from operations | (966,252) | (360,395) | (2,540,725) | (773,322) |
Interest expense, net | (39,605) | (17,482) | (43,014) | (17,482) |
Net loss | $ (1,005,857) | $ (377,877) | $ (2,583,739) | $ (790,804) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.02) | $ (0.03) | $ (0.04) | $ (0.07) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 61,318,022 | 11,650,000 | 61,035,580 | 11,650,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net loss | $ (2,583,739) | $ (790,804) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 210,702 | 4,325 |
Equity interests issued as payment of salary expense | 62,500 | |
Amortization of debt issuance costs | 9,657 | |
Share based compensation | 253,041 | |
Effect of changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 100,857 | (17,110) |
Debt issuance costs | (140,000) | |
Accounts payable and accrued expenses | 96,521 | (15,545) |
Net cash used in operating activities | (1,922,618) | (886,977) |
Investing activities: | ||
Purchase of property and equipment | (49,915) | (42,616) |
Deposit for booth equipment | (199,428) | |
Acquisition of Songstagram | (43,900) | |
Net cash used in investing activities | (93,815) | (242,044) |
Financing activities: | ||
Proceeds from notes payable | 935,000 | |
Proceeds from capital contributions | 580,000 | |
Proceeds from convertible notes payable | 1,500,000 | |
Payments of notes payable - related parties | (74,938) | |
Net cash provided by financing activities | 935,000 | 2,005,062 |
Net change in cash | (1,081,433) | 876,041 |
Cash, beginning of period | 1,172,117 | 124,224 |
Cash, end of period | 90,684 | $ 1,000,265 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest expense | $ 3,750 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing transactions: | ||
Note payable issued as prepayment for professional fees | $ 125,000 | |
Conversion of note receivable for the acquisition of Songstagram | 861,435 | |
Issuance of common stock in connection with settlement agreement | $ 410,000 | |
Convertible note payable issued as payment for debt issuance costs | $ 112,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 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 GSD's 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 are reflected in these financial statements for periods ended prior to the closing of the Share Exchange Agreement are those of bBooth. In connection with the closing of 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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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 June 30, 2015 and for the three and six months ended June 30, 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 June 30, 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 the Company's audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC 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 $12,627,806 (unaudited) as of June 30, 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 or six months ended June 30, 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 June 30, 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 with 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 " ." a b 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 or six months ended June 30, 2015 and 2014. Assumptions used in the Black-Scholes model to value warrants issued during the six months ended June 30, 2015 are as follows: Six Months Ended June 30, 2015 Expected life in years 3 Stock price volatility 81.80% Risk free interest rate 0.95% Expected dividends N/A 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 June 30, 2015, the Company had a total of 6,200,000 options and 648,000 warrants outstanding, which were excluded from the computation of net loss per share because they are anti-dilutive. There were no options or warrants outstanding as of June 30, 2014. 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 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 | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of June 30, 2015 and December 31, 2014. June 30, December 31, 2015 2014 (Unaudited) Furniture and fixtures $ 54,361 $ 54,361 Booth equipment 49,915 - Audio and visual equipment 40,461 40,461 Office equipment 45,301 45,301 190,038 140,123 Less: accumulated depreciation (33,322 ) (16,316 ) $ 156,716 $ 123,807 Depreciation expense amounted to $9,339 (unaudited) and $1,447 (unaudited) for the three months ended June 30, 2015 and 2014, respectively. Depreciation expense amounted to $17,006 (unaudited) and $4,325 (unaudited) for the six months ended June 30, 2015 and 2014, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2015 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 4. NOTES PAYABLE On September 30, 2014, the Company issued an unsecured demand promissory note to a third party lender in the principal amount 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 in the principal amount of $200,000. The loan bears interest at the rate of 12% per annum and is due on demand. On February 26, 2015, the Company entered into an unsecured loan agreement with its majority shareholder in the principal amount of $100,000. The loan bears interest at the rate of 12% per annum and is due on demand. On March 21, 2015, the Company entered into an agreement with DelMorgan Group LLC ("DelMorgan"), pursuant to which DelMorgan agreed to act as the Company's exclusive financial advisor. In connection with the agreement, the Company paid DelMorgan $125,000, which was advanced by a third party lender in exchange for an unsecured note payable issued by the Company bearing interest at the rate of 12% per annum payable monthly beginning on 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 June 30, 2015 in the accompanying condensed consolidated balance sheet. On April 2, 2015, the Company entered into a loan agreement with a third party lender in the principal amount of $200,000. The loan bears interest at the rate of 12% per annum and is due on demand. On April 15, 2015, the Company entered into a loan agreement with a third party lender in the principal amount of $50,000. The loan bears interest at the rate of 12% per annum and is due on demand. On May 19, 2015, the Company entered into an unsecured loan agreement with its majority shareholder in the principal amount of $45,000. On June 11, 2015, the Company entered into an additional unsecured loan agreement with its majority shareholder for additional principal borrowings of $190,000. These loans all bear interest at the rate of 12% per annum and are due on demand. On May 26, 2015, the Company entered into an unsecured demand promissory note with a third party lender in the principal amount of $100,000. The note bears interest at a rate of 20% per annum. The principal and accrued interest are due in full on September 30, 2015. |
ACQUISITION OF ASSETS OF SONGST
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC | 6 Months Ended |
Jun. 30, 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 ("Wright") issued secured promissory notes (collectively, the "Promissory Notes") in connection with advances that the Company made to Songstagram and 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 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 full amounts due under the Promissory Notes were secured by all of Songstagram's assets and all of 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 Wright dated December 11, 2014. Pursuant to the Security Agreements, Songstagram and 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 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 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 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 the Company 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 the Company acquired from Songstagram. The shares of common stock issued to Mr. Franklin were valued at $250,000 and were included 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 the Company acquired from Songstagram. The shares of common stock issuable to Mr. Malone were valued at $160,000 and were included 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 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 $109,611 and $0 for the three months ended June 30, 2015 and 2014, respectively. Amortization expense for intangible assets amounted to $193,696 and $0 for the six months ended June 30, 2015 and 2014, respectively. Estimated future amortization of intangible assets is as follows. Year Ended December 31, 2015 $ 219,223 2016 438,445 2017 438,445 2018 25,526 $ 1,121,639 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | 6. EQUITY TRANSACTIONS Common Stock During the six months ended June 30, 2015, the Company entered into settlement and release agreements, pursuant to which the Company agreed to issue an aggregate of 820,000 shares of common stock valued at $410,000 in full settlement and release of claims on certain assets acquired from Songstagram (see Note 5). During the six months ended June 30, 2014, the Company received capital contributions from stockholders' totaling $580,000, and granted its majority shareholder $62,500 of equity interests as payment of his accrued salary for the six months ended June 30, 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, pursuant to which the Company (i) issued Mr Cutaia 800,000 stock options, each exercisable into one share of the Company's 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) agreed to issue Mr. Cutaia 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 each of which is exercisable into one share 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 six months ended June 30, 2014. A summary of option activity for the six months ended June 30, 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 $ 0.50 4.87 $ - Granted - - Forfeited (270,000 ) 0.50 - Exercised - - Outstanding at June 30, 2015 (unaudited) 6,200,000 $ 0.50 4.37 $ - Vested and expected to vest at June 30, 2015 (unaudited) 4,898,000 $ 0.50 4.37 $ - Exercisable at June 30, 2015 (unaudited) 1,925,000 $ 0.50 4.37 $ - The total expense recognized relating to stock options for the three months ended June 30, 2015 and 2014 amounted to $188,545 and $0, respectively. The total expense recognized relating to stock options for the six months ended June 30, 2015 and 2014 amounted to $253,041 and $0, respectively. As of June 30, 2015, total unrecognized stock-based compensation expense was $1,200,033, 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, in connection with the DelMorgan agreement (see note 4), the Company issued 48,000 warrants, each exercisable into one share of common stock at 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 June 30, 2015 and is being amortized over the life of the agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES Operating Leases Until June 2015, the Company leased office space in Hollywood, California under an operating lease which provided for monthly rent of $14,805 through July 31, 2015. In June 2015, the Company moved its offices to a new location in West Hollywood, California under a new operating lease which provides for monthly rent of $6,700 through June 25, 2016. The Company had total rent expense for the three months ended June 30, 2015 and 2014 of $62,158 and $30,928, respectively. The Company had total rent expense for the six months ended June 30, 2015 and 2014 of $111,808 and $51,168, respectively. The Company had lease agreements to display its bBooth units in various shopping malls through the United States, which provided 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 June 30, 2015 and 2014 amounted to $17,050 and $0, respectively. The total expense relating to these lease agreements for the six months ended June 30, 2015 and 2014 amounted to $171,400 and $0, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS On July 13, 2015, the Company entered into an unsecured loan agreement with its majority shareholder in the principal amount of $125,000. The loan bears interest at the rate of 12% per annum and is due on demand. Effective July 21, 2015, Aaron Meyerson resigned from the board of directors and has been named to the advisory board. Effective July 21, 2015, Mike Psomas was named to the board of directors of the Company. As compensation for board services, the Company granted 100,000 shares of restricted common stock to Mr. Psomas on July 20, 2015. The shares vest over the 18 month period after the grant date. The Company also granted Mr. Psomas 300,000 stock options on July 20, 2015 with an exercise price of $1.30 per share. The stock options were fully vested on the grant date. The Company granted 500,000 shares of restricted common stock on July 20, 2015 to Jimmy Geiskopf as compensation for his board services. The shares vest over the 18 month period after the grant date. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2015 and for the three and six months ended June 30, 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 June 30, 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 the Company's audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC 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 $12,627,806 (unaudited) as of June 30, 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 or six months ended June 30, 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 June 30, 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 with 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 " ." a b 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 or six months ended June 30, 2015 and 2014. Assumptions used in the Black-Scholes model to value warrants issued during the six months ended June 30, 2015 are as follows: Six Months Ended June 30, 2015 Expected life in years 3 Stock price volatility 81.80% Risk free interest rate 0.95% Expected dividends N/A |
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 June 30, 2015, the Company had a total of 6,200,000 options and 648,000 warrants outstanding, which were excluded from the computation of net loss per share because they are anti-dilutive. There were no options or warrants outstanding as of June 30, 2014. |
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 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 ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of assumptions used in the Black-Scholes model to value warrants issued | Six Months Ended June 30, 2015 Expected life in years 3 Stock price volatility 81.80% Risk free interest rate 0.95% Expected dividends N/A |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, December 31, 2015 2014 (Unaudited) Furniture and fixtures $ 54,361 $ 54,361 Booth equipment 49,915 - Audio and visual equipment 40,461 40,461 Office equipment 45,301 45,301 190,038 140,123 Less: accumulated depreciation (33,322 ) (16,316 ) $ 156,716 $ 123,807 |
ACQUISITION OF ASSETS OF SONG17
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC (Tables) | 6 Months Ended |
Jun. 30, 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 $ 219,223 2016 438,445 2017 438,445 2018 25,526 $ 1,121,639 |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 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 $ 0.50 4.87 $ - Granted - - Forfeited (270,000 ) 0.50 - Exercised - - Outstanding at June 30, 2015 (unaudited) 6,200,000 $ 0.50 4.37 $ - Vested and expected to vest at June 30, 2015 (unaudited) 4,898,000 $ 0.50 4.37 $ - Exercisable at June 30, 2015 (unaudited) 1,925,000 $ 0.50 4.37 $ - |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Detail Textuals) | 1 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 ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Assumptions used in Black-Scholes model to value warrants (Details) - 6 months ended Jun. 30, 2015 | Total |
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 ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Accumulated deficit | $ 12,627,806 | $ 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 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of options and warrants excluded from computation of net loss per share | 6,200,000 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of options and warrants excluded from computation of net loss per share | 648,000 |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary of property and equipment (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 190,038 | $ 140,123 |
Less: accumulated depreciation | (33,322) | (16,316) |
Property and equipment, net | 156,716 | 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 | 49,915 | |
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 (Detail
PROPERTY AND EQUIPMENT (Detail Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 9,339 | $ 1,447 | $ 17,006 | $ 4,325 |
NOTES PAYABLE (Detail Textuals)
NOTES PAYABLE (Detail Textuals) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||
Mar. 21, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Jun. 11, 2015 | May. 26, 2015 | May. 19, 2015 | Apr. 15, 2015 | Apr. 02, 2015 | Feb. 26, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||||||||
Demand promissory note borrowing | $ 935,000 | |||||||||
Note payable classified as current liability | 1,160,000 | $ 100,000 | ||||||||
Third party lender | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Demand promissory note borrowing | $ 100,000 | |||||||||
Additional interest fee | $ 5,000 | |||||||||
Third party lender | Unsecured demand promissory note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount of loan | $ 100,000 | |||||||||
Interest rate | 20.00% | |||||||||
Third party lender | Loan agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount of loan | $ 50,000 | $ 200,000 | $ 200,000 | |||||||
Interest rate | 12.00% | 12.00% | 12.00% | |||||||
Majority Shareholder | Loan agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount of loan | $ 190,000 | $ 45,000 | $ 100,000 | |||||||
Interest rate | 12.00% | 12.00% | 12.00% | |||||||
DelMorgan Group LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fee paid in advance | $ 125,000 | |||||||||
Interest rate | 12.00% | |||||||||
Note payable classified as current liability | $ 125,000 |
ACQUISITION OF ASSETS OF SONG25
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC - Summary of preliminary purchase price allocation (Details) - Songstagram Inc | Jun. 30, 2015USD ($) |
Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value | |
Intangible assets | $ 1,315,335 |
Intangible assets, total | $ 1,315,335 |
ACQUISITION OF ASSETS OF SONG26
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC - Summary of estimated future amortization of intangible assets (Details 1) | Jun. 30, 2015USD ($) |
Estimated future amortization of intangible assets | |
2,015 | $ 219,223 |
2,016 | 438,445 |
2,017 | 438,445 |
2,018 | 25,526 |
Total future amortization of intangible assets | $ 1,121,639 |
ACQUISITION OF ASSETS OF SONG27
ACQUISITION OF ASSETS OF SONGSTAGRAM, INC (Details textuals) - USD ($) | Mar. 05, 2015 | Mar. 04, 2015 | Dec. 11, 2014 | Apr. 29, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
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 | $ 109,611 | $ 0 | $ 193,696 | $ 0 | |||||
Songstagram Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration paid | $ 1,315,335 | ||||||||
Songstagram Inc | Settlement and release agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares agreed to issue | 820,000 | ||||||||
Value of shares agreed to issue | $ 410,000 | $ 410,000 | |||||||
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 | $ 250,000 | ||||||||
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 | ||||||||
Number of shares issued | 320,000 |
EQUITY TRANSACTIONS - Summary o
EQUITY TRANSACTIONS - Summary of option activity (Details) - USD ($) None in scaling factor is -9223372036854775296 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Number of Options | ||
Options outstanding | 6,470,000 | |
Granted | ||
Forfeited | (270,000) | |
Exercised | ||
Options outstanding | 6,200,000 | 6,470,000 |
Vested and expected to vest | 4,898,000 | |
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 4 months 13 days | 4 years 10 months 13 days |
Vested and expected to vest | 4 years 4 months 13 days | |
Exercisable | 4 years 4 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 ($) | Nov. 12, 2014 | Mar. 21, 2015 | Nov. 21, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Stockholders Equity Note [Line Items] | ||||||||
Capital contributions received from stockholders | $ 580,000 | |||||||
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 | $ 188,545 | $ 0 | $ 253,041 | $ 0 | ||||
Unrecognized stock based compensation expense | 1,200,033 | 1,200,033 | ||||||
Prepaid expenses and other current assets | 113,996 | $ 113,996 | $ 69,739 | |||||
Songstagram Inc | Settlement and release agreement | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Number of shares agreed to issue | 820,000 | |||||||
Value of shares agreed to issue | 410,000 | $ 410,000 | ||||||
DelMorgan Group LLC | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Number of warrants granted | 48,000 | |||||||
Warrant exercise price | $ 0.10 | |||||||
Prepaid expenses and other current assets | $ 20,114 | $ 20,114 | ||||||
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 stock options vested immediately | 400,000 | |||||||
Number of stock options expected to vest one year from execution date | 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 | |||||||
Number of shares exercisable by each stock option | 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 | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Other Commitments [Line Items] | ||||
Total rent expense | $ 62,158 | $ 30,928 | $ 111,808 | $ 51,168 |
Lease agreements | ||||
Other Commitments [Line Items] | ||||
Total rent expense | $ 17,050 | $ 0 | 171,400 | $ 0 |
Hollywood, California | ||||
Other Commitments [Line Items] | ||||
Total rent expense | 14,805 | |||
West Hollywood, California | ||||
Other Commitments [Line Items] | ||||
Total rent expense | 6,700 | |||
Minimum | Lease agreements | ||||
Other Commitments [Line Items] | ||||
Total rent expense | 3,500 | |||
Maximum | Lease agreements | ||||
Other Commitments [Line Items] | ||||
Total rent expense | $ 12,000 |
SUBSEQUENT EVENTS (Details text
SUBSEQUENT EVENTS (Details textuals) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Jul. 20, 2015 | Jun. 30, 2015 | Jul. 13, 2015 | Jun. 11, 2015 | May. 19, 2015 | Feb. 26, 2015 | |
Subsequent Event [Line Items] | ||||||
Number of stock options granted | ||||||
Exercise price of common stock granted | ||||||
Majority Shareholder | Loan agreement | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount of loan | $ 190,000 | $ 45,000 | $ 100,000 | |||
Interest rate | 12.00% | 12.00% | 12.00% | |||
Subsequent event | Restricted common stock | Mike Psomas | ||||||
Subsequent Event [Line Items] | ||||||
Number of restricted common stock granted | 100,000 | |||||
Vesting period | 18 months | |||||
Subsequent event | Restricted common stock | Jimmy Geiskopf | ||||||
Subsequent Event [Line Items] | ||||||
Number of restricted common stock granted | 500,000 | |||||
Vesting period | 18 months | |||||
Subsequent event | Stock options | Mike Psomas | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock options granted | 300,000 | |||||
Exercise price of common stock granted | $ 1.30 | |||||
Subsequent event | Majority Shareholder | Loan agreement | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount of loan | $ 125,000 | |||||
Interest rate | 12.00% |