Document_and_Entity_Informatio
| Document and Entity Information | 3 Months Ended | |
| Mar. 31, 2014 | 13-May-14 | |
| Document And Entity Information [Abstract] | ' | ' |
| Document Type | '10-Q | ' |
| Amendment Flag | 'false | ' |
| Document Period End Date | 31-Mar-14 | ' |
| Entity Registrant Name | 'Bright Mountain Holdings, Inc./FL | ' |
| Entity Central Index Key | '0001568385 | ' |
| Current Fiscal Year End Date | '--12-31 | ' |
| Document Fiscal Year Focus | '2014 | ' |
| Document Fiscal Period Focus | 'Q1 | ' |
| Entity Filer Category | 'Smaller Reporting Company | ' |
| Entity Common Stock, Shares Outstanding | ' | 32,743,234 |
CONDENSED_CONSOLIDATED_BALANCE
| CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
| Current Assets | ' | ' |
| Cash | $486,819 | $1,162,632 |
| Accounts Receivable | 3,050 | 572 |
| Prepaid Costs and Expenses | 40,162 | 42,201 |
| Inventories | 412,887 | 303,318 |
| Total Current Assets | 942,918 | 1,508,723 |
| Fixed Assets, net | 35,935 | 34,499 |
| Website Acquisition Assets, net | 321,563 | 42,944 |
| Other Assets | 14,700 | 14,700 |
| Total Assets | 1,315,116 | 1,600,866 |
| Current liabilities | ' | ' |
| Accounts payable | 167,619 | 182,867 |
| Premium Finance Loan Payable | 14,973 | 26,974 |
| Total Liabilities | 182,592 | 209,841 |
| Commitments and contingencies (Note 8) | ' | ' |
| Shareholders' equity | ' | ' |
| Common stock, par value $.01, 324,000,000 shares authorized, 31,718,234 and 31,647,000 shares issued and outstanding, respectively | 320,782 | 320,070 |
| Additional paid-in capital | 4,121,531 | 4,022,481 |
| Treasury Stock (360,000 shares) | -2,501 | -2,501 |
| Deficit accumulated during development stage | -3,333,288 | -2,974,025 |
| Total shareholders equity | 1,132,524 | 1,391,025 |
| Total shareholders liabilities and shareholders equity | 1,315,116 | 1,600,866 |
| Series A, 1,600,000 shares designated, 1,600,000 and 1,500,000 shares issued and outstanding [Member] | ' | ' |
| Shareholders' equity | ' | ' |
| Preferred stock, par value $0.01, 20,000,000 shares authorized, 2,600,000 issued and 1,500,000 outstanding respectively | 16,000 | 15,000 |
| Series B, 1,000,000 shares designated, 1,000,000 and 1,000,000 shares issued and outstanding [Member] | ' | ' |
| Shareholders' equity | ' | ' |
| Preferred stock, par value $0.01, 20,000,000 shares authorized, 2,600,000 issued and 1,500,000 outstanding respectively | $10,000 | $10,000 |
CONSOLIDATED_BALANCE_SHEETS_Pa
| CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
| Class of Stock [Line Items] | ' | ' |
| Preferred shares, par value per share | $0.01 | $0.01 |
| Preferred shares, shares authorized | 20,000,000 | 20,000,000 |
| Preferred stock, shares issued | 2,600,000 | 2,600,000 |
| Preferred stock, shares outstanding | 1,500,000 | 1,500,000 |
| Common shares, par value per share | $0.01 | $0.01 |
| Common shares, shares authorized | 324,000,000 | 324,000,000 |
| Common shares, shares issued | 31,718,234 | 31,647,000 |
| Common shares, shares outstanding | 31,718,234 | 31,647,000 |
| Treasury stock, shares | 360,000 | 360,000 |
| Series A, 1,600,000 shares designated, 1,600,000 and 1,500,000 shares issued and outstanding [Member] | ' | ' |
| Class of Stock [Line Items] | ' | ' |
| Preferred shares, shares authorized | 1,600,000 | 1,600,000 |
| Preferred stock, shares issued | 1,600,000 | 1,600,000 |
| Preferred stock, shares outstanding | 1,500,000 | 1,500,000 |
| Series B, 1,000,000 shares designated, 1,000,000 and 1,000,000 shares issued and outstanding [Member] | ' | ' |
| Class of Stock [Line Items] | ' | ' |
| Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 1,000,000 | 1,000,000 |
| Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
| CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 46 Months Ended | |
| Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' |
| Product Sales | $202,830 | $69,922 | $907,819 |
| Revenues from Services | 10,540 | 647 | 18,243 |
| Total Revenue | 213,370 | 70,569 | 926,062 |
| Cost of sales | 159,860 | 57,518 | 738,596 |
| Gross profit | 53,510 | 13,051 | 187,466 |
| Selling, general and administrative expenses | 412,793 | 320,759 | 3,497,675 |
| Loss from operations | -359,283 | -307,708 | -3,310,209 |
| Other income (expense) | ' | ' | ' |
| Interest income | 20 | 7 | 159 |
| Interest expense | ' | -7,295 | -23,238 |
| Total other income (expense), net | 20 | -7,288 | -23,079 |
| Net Loss | ($359,263) | ($314,996) | ($3,333,288) |
| Basic and diluted net loss per share | ($0.01) | ($0.01) | ($0.13) |
| Weighted average shares outstanding Basic and diluted | 34,291,368 | 27,731,933 | 26,445,292 |
CONSOLIDATED_STATEMENTS_OF_CHA
| CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Shares [Member] | Deficit Accumulated During Development Stage [Member] |
| Balance at May. 20, 2010 | ' | ' | ' | ' | ' | ' |
| Sale of common stock for cash ($.01/share) | $100,000 | ' | $180,000 | ($80,000) | ' | ' |
| Sale of common stock for cash ($.01/share), shares | ' | ' | 18,000,000 | ' | ' | ' |
| Sale of common stock for cash ($.17/share) pursuant to Private Placement Memorandum | 790,000 | ' | 56,880 | 733,120 | ' | ' |
| Sale of common stock for cash ($.17/share) pursuant to Private Placement Memorandum, shares | ' | ' | 5,688,000 | ' | ' | ' |
| Net loss | -60,554 | ' | ' | ' | ' | -60,554 |
| Balance at Dec. 31, 2010 | 829,446 | ' | 236,880 | 653,120 | ' | -60,554 |
| Balance, shares at Dec. 31, 2010 | ' | ' | 23,688,000 | ' | ' | ' |
| Sale of common stock for cash ($.14/share) pursuant to Private Placement Memorandum | 200,000 | ' | 14,400 | 185,600 | ' | ' |
| Sale of common stock for cash ($.14/share) pursuant to Private Placement Memorandum, shares | ' | ' | 1,440,000 | ' | ' | ' |
| Stock option compensation expense | 35,560 | ' | ' | 35,560 | ' | ' |
| Net loss | -684,935 | ' | ' | ' | ' | -684,935 |
| Balance at Dec. 31, 2011 | 380,071 | ' | 251,280 | 874,280 | ' | -745,489 |
| Balance, shares at Dec. 31, 2011 | ' | ' | 25,128,000 | ' | ' | ' |
| Sale of common stock for cash ($.28/share) pursuant to Access Letter | 615,000 | ' | 22,140 | 592,860 | ' | ' |
| Sale of common stock for cash ($.28/share) pursuant to Access Letter, shares | ' | ' | 2,214,000 | ' | ' | ' |
| Common stock issued for services ($.28/share) | 20,000 | ' | 720 | 19,280 | ' | ' |
| Common stock issued for services ($.28/share), shares | 72,000 | ' | 72,000 | ' | ' | ' |
| Stock option compensation expense | 25,884 | ' | ' | 25,884 | ' | ' |
| Net loss | -931,855 | ' | ' | ' | ' | -931,855 |
| Balance at Dec. 31, 2012 | 109,100 | ' | 274,140 | 1,512,304 | ' | -1,677,344 |
| Balance, shares at Dec. 31, 2012 | ' | ' | 27,414,000 | ' | ' | ' |
| Sale of common stock for cash ($.28/share) pursuant to Access Letter | 165,000 | ' | 5,940 | 159,060 | ' | ' |
| Sale of common stock for cash ($.28/share) pursuant to Access Letter, shares | ' | ' | 594,000 | ' | ' | ' |
| Sale of common stock for cash ($.28/share) pursuant to Subscription Agreement | 676,500 | ' | 24,354 | 652,146 | ' | ' |
| Sale of common stock for cash ($.28/share) pursuant to Subscription Agreement, shares | ' | ' | 2,435,400 | ' | ' | ' |
| Conversion of shareholder debt to common stock at $0.28 per share | 286,000 | ' | 10,296 | 275,704 | ' | ' |
| Conversion of shareholder debt to common stock at $0.28 per share, shares | 1,029,600 | ' | 1,029,600 | ' | ' | ' |
| Common stock issued for services ($.28/share) | 142,778 | ' | 5,140 | 137,638 | ' | ' |
| Common stock issued for services ($.28/share), shares | 514,000 | ' | 514,000 | ' | ' | ' |
| Sale of Series A preferred stock for cash ($.50/share) pursuant to Subscription Agreement | 750,000 | 15,000 | ' | 735,000 | ' | ' |
| Sale of Series A preferred stock for cash ($.50/share) pursuant to Subscription Agreement, shares | ' | 1,500,000 | ' | ' | ' | ' |
| Sale of Series B preferred stock for cash ($.50/share) pursuant to Subscription Agreement | 500,000 | 10,000 | ' | 490,000 | ' | ' |
| Sale of Series B preferred stock for cash ($.50/share) pursuant to Subscription Agreement, shares | ' | 1,000,000 | ' | ' | ' | ' |
| Repurchase of shares of common stock for cash | -2,501 | ' | ' | ' | -2,501 | ' |
| Repurchase of shares of common stock for cash, shares | 360,000 | ' | -360,000 | ' | ' | ' |
| Common stock issued for cash ($.50/share) pursuant to exercised stock option grant | 10,000 | ' | 200 | 9,800 | ' | ' |
| Common stock issued for cash ($.50/share) pursuant to exercised stock option grant, shares | 20,000 | ' | 20,000 | ' | ' | ' |
| Stock option compensation expense | 50,829 | ' | ' | 50,829 | ' | ' |
| Net loss | -1,296,681 | ' | ' | ' | ' | -1,296,681 |
| Balance at Dec. 31, 2013 | 1,391,025 | 25,000 | 320,070 | 4,022,481 | -2,501 | -2,974,025 |
| Balance, shares at Dec. 31, 2013 | ' | 2,500,000 | 31,647,000 | ' | ' | ' |
| Common stock issued for services ($.28/share) | ' | ' | ' | ' | ' | ' |
| Sale of preferred stock for cash ($.50/share) pursuant to Subscription Agreement | ' | 1,000 | ' | 49,000 | ' | ' |
| Sale of preferred stock for cash ($.50/share) pursuant to Subscription Agreement, shares | ' | 100,000 | ' | ' | ' | ' |
| Common stock issued for 10% dividend payment pursuant to Series A & B preferred stock Subscription Agreements | ' | ' | 212 | -212 | ' | ' |
| Common stock issued for 10% dividend payment pursuant to Series A & B preferred stock Subscription Agreements, shares | ' | ' | 21,234 | ' | ' | ' |
| Common stock issued for cash ($.50/share) pursuant to exercised stock option grant | 25,000 | ' | 500 | 24,500 | ' | ' |
| Common stock issued for cash ($.50/share) pursuant to exercised stock option grant, shares | 50,000 | ' | 50,000 | ' | ' | ' |
| Stock option compensation expense | 25,762 | ' | ' | 25,762 | ' | ' |
| Net loss | -359,263 | ' | ' | ' | ' | -359,263 |
| Balance at Mar. 31, 2014 | $1,132,524 | $26,000 | $320,782 | $4,121,531 | ($2,501) | ($3,333,288) |
| Balance, shares at Mar. 31, 2014 | ' | 2,600,000 | 31,718,234 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CHA1
| CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) (USD $) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
| Mar. 31, 2014 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY [Abstract] | ' | ' | ' | ' | ' |
| Common stock issued for cash, price per share | ' | ' | $0.50 | ' | ' |
| Common stock issued for cash pursuant to issuance agreements, price per share | 0.5 | 0.17 | 0.28 | 0.28 | 0.14 |
| Debt conversion, price per share | ' | ' | $0.28 | ' | ' |
| Preferred Stock dividend rate | 10.00% | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
| CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 46 Months Ended | |
| Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
| Cash flows from operating activities: | ' | ' | ' |
| Net loss | ($359,263) | ($314,996) | ($3,333,288) |
| Adjustments to reconcile net loss to net cash used in operations: | ' | ' | ' |
| Depreciation | 2,580 | 1,909 | 25,302 |
| Amortization | 21,381 | ' | 21,381 |
| Stock option compensation expense | 25,762 | 4,311 | 138,035 |
| Common stock issued for services | ' | 50,000 | 162,778 |
| Changes in operating assets and liabilities: | ' | ' | ' |
| Accounts receivable | -2,478 | ' | -3,050 |
| Inventory | -109,569 | -41,904 | -412,887 |
| Prepaid costs and expenses | 2,039 | 11,776 | -7,968 |
| Other assets | ' | -6,925 | -14,700 |
| Accounts payable | -15,248 | 8,914 | 167,619 |
| Accrued expenses | ' | -819 | ' |
| Net cash used in operating activities | -434,796 | -287,734 | -3,256,778 |
| Cash flows from investing activities: | ' | ' | ' |
| Purchase of fixed assets | -4,016 | ' | -61,237 |
| Purchase of websites | -300,000 | ' | -342,944 |
| Net cash used by investing activities | -304,016 | ' | -404,181 |
| Cash flows from financing activities: | ' | ' | ' |
| Sale of common stock | 25,000 | 110,000 | 2,581,500 |
| Sale of Preferred stock | 50,000 | ' | 1,300,000 |
| Repurchase of common stock | ' | ' | -2,501 |
| Payments on premium finance loan | -12,001 | -5,220 | -17,221 |
| LT debt- loan proceeds from related parties | ' | ' | 300,000 |
| Principal repayments-LT debt from related parties | ' | -4,599 | -14,000 |
| Net cash provided by financing activities | 62,999 | 100,181 | 4,147,778 |
| Net increase (decrease) in cash | -675,813 | -187,553 | 486,819 |
| Cash at beginning of period | 1,162,632 | 336,684 | ' |
| Cash at end of period | 486,819 | 149,131 | 486,819 |
| Supplemental Disclosure of Cash Flow Information | ' | ' | ' |
| Cash paid for Interest | ' | 7,295 | 23,238 |
| Cash paid for Income Taxes | ' | ' | ' |
| Non-Cash Investing and financing activities | ' | ' | ' |
| Premium finance loan payable recorded as prepaid | ' | 15,659 | 32,194 |
| Conversion of related party notes to common stock | ' | ' | $286,000 |
NATURE_OF_OPERATIONS_AND_SUMMA
| NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |
| Mar. 31, 2014 | ||
| NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES [Abstract] | ' | |
| NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |
| NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
| Organization and Nature of Operations | ||
| Bright Mountain Holdings, Inc. ("BMHI" or the "Company," "we," "us," "our", "Bright Mountain") is a Florida corporation formed on May 20, 2010. Its wholly owned subsidiaries, Bright Mountain LLC, and The Bright Insurance Agency, LLC, were formed as Florida limited liability companies in May 2011. | ||
| Bright Mountain plans to grow its business through organic growth and acquisitions. The Bright Mountain strategy is to concentrate its marketing and development to veterans and first responders, including law enforcement, firemen, and EMS. | ||
| The website, www.thebright.com, is an example of this strategy as it is demographically oriented, is directed to our various niche market users and includes, among other things, the following: | ||
| · | news content, including national and international news, sports, entertainment, weather and business news | |
| · | original content stories written by our writers especially for our demographic audience | |
| · | discounts from hundreds of nationally known companies | |
| · | life, disability income, and long term care insurance | |
| · | a private email portal | |
| Our websites contain a number of sections with a vast amount of mission group oriented information including originally written news content, financial markets information and data, blogs, forums, and career information. Bright Mountain Holdings websites are: | ||
| · | Bootcamp4me.com (military); | |
| · | Bootcamp4me.org (military); | |
| · | Coastguardnews.com | |
| · | Fdcareers.com; | |
| · | Fireaffairs.com (first responders); | |
| · | Leoaffairs.com (law enforcement personnel); | |
| · | Teacheraffairs.com; | |
| · | Thebravestonline.com (first responders); | |
| · | Wardocumentaryfilms.com (military); | |
| · | Welcomehomeblog.com (military); and | |
| · | 360fire.com (first responders); | |
| Basis of Presentation | ||
| The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the Company's management, all adjustments necessary to present fairly the consolidated results of operations and cash flows for the three months ended March 31, 2014, and the financial position as of March 31, 2014 have been made. The results of operations for such interim period is not necessarily indicative of the operating results expected for the full year. | ||
| Recapitalization | ||
| Our Board of Directors approved a 1.8 for 1 forward stock split of our common shares on June 26, 2013, which became effective for shareholders of record on June 26, 2013. The Company also amended its articles of incorporation to increase its authorized common stock to 324,000,000 shares. All shares issued prior to June 26, 2013 and the respective per share amounts (including quantities and prices) in our accompanying consolidated financial statements and notes to consolidated financial statements have been retroactively restated to reflect the 1.8 for 1 forward stock split and change in outstanding shares. This means that each original share quantity issued prior to June 26, 2013 has been multiplied by 1.8 and each original share price has been divided by 1.8. For example, the price per share of $0.50 originally paid for by an investor prior to June 26, 2013 is now reflected as $0.2778, while a quantity of 100 shares is now reflected as 180 shares. | ||
| Principles of Consolidation | ||
| The interim unaudited condensed consolidated financial statements include the accounts of BMHI and its wholly owned subsidiaries, Bright Mountain LLC and The Bright Insurance Agency, LLC. All significant intercompany transactions and balances have been eliminated in consolidation. | ||
| Development Stage Company | ||
| The Company has been in the development stage from inception to March 31, 2014. Activities during the development stage have been principally devoted to organizational activities, raising capital, software development and evaluating operational activities and business opportunities. Since its formation, the Company has had minimal revenues from its planned operations. | ||
| Use of Estimates | ||
| Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). These accounting principles require management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying consolidated financial statements include the fair value of acquired assets for purchase price allocation in business combinations, valuation of inventory, valuation of intangible assets, estimates of amortization period for intangible assets, valuation of equity based transactions, and the valuation allowance on deferred tax assets. | ||
| Cash and Cash Equivalents | ||
| The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents | ||
| Fair Value of Financial Instruments and Fair Value Measurements | ||
| The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. | ||
| We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | ||
| Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | ||
| Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | ||
| Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. | ||
| Accounts Receivable | ||
| Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. | ||
| The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. | ||
| Inventories | ||
| Inventories are stated at the lower of cost or market using the first in, first out (FIFO) method. Provisions have been made to reduce excess or obsolete inventories to their net realizable value. | ||
| Revenue Recognition | ||
| The Company recognizes revenue on our products in accordance with ASC 605-10, "Revenue Recognition in Financial Statements". Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of product has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has several revenue streams generated directly from its website and specific revenue recognition criteria for each revenue stream is as follows: | ||
| · | ||
| Sale of merchandise directly to consumers: The Company's product sales are recognized either FOB shipping point or FOB destination, dependent on the customer. Revenues are therefore recognized at point of ownership transfer, accordingly. | ||
| · | ||
| Advertising revenue is received directly form companies who pay the Company a monthly fee for advertising space. | ||
| · | ||
| Advertising revenues are generated by users "clicking" on website advertisements utilizing several ad network partners: Revenues are recognized, on a net basis, upon receipt of payment by the ad network partner since the revenue is not determinable until it is received. | ||
| The Company follows the guidance of ASC 605-50-25, "Revenue Recognition, Customer Payments". Accordingly, any incentives received from vendors are recognized as a reduction of the cost of products included in inventories. Promotional products or samples given to customers or potential customers are recognized as a cost of goods sold. Cash incentives provided to our customers are recognized as a reduction of the related sale price, and, therefore, are a reduction in sales. | ||
| Cost of Sales | ||
| Components of costs of sales include product costs, shipping costs to customers and any inventory adjustments. | ||
| Shipping and Handling Costs | ||
| The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues. | ||
| Sales Return Reserve Policy | ||
| Our return policy generally allows our end users to return purchased products for refund or in exchange for new products. We estimate a reserve for sales returns, if any, and record that reserve amount as a reduction of sales and as a sales return reserve liability. Sales to consumers on our web site generally may be returned within a reasonable period of time. | ||
| Product Warranty Reserve Policy | ||
| The Company is a retail distributor of products and warranties are the responsibility of the manufacturer. Therefore, the Company does not record a reserve for product warranty. | ||
| Property and Equipment | ||
| Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of seven years for office furniture and equipment, and five years for computer equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold of $500 are expensed as incurred. | ||
| Website Development Costs | ||
| The Company accounts for its website development costs in accordance with Accounting Standards Codification ("ASC") ASC 350-50, "Website Development Costs" ("ASC 350-50"). These costs, if any, are included in intangible assets in the accompanying consolidated financial statements or expensed immediately if the Company cannot support recovery of these costs from positive future cash flows. | ||
| ASC 350-50 requires the expensing of all costs of the preliminary project stage and the training and application maintenance stage and the capitalization of all internal or external direct costs incurred during the application and infrastructure development stage. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of three years. | ||
| As of March 31, 2014 and 2013, all internally generated website costs have been expensed. | ||
| Impairment of Long-Lived Assets | ||
| The Company accounts for long-lived assets in accordance with the provisions of FASB ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | ||
| Stock-Based Compensation | ||
| The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC Topic 505-50, "Equity-Based Payments to Non-Employees". The Company estimates the fair value of stock options by using the Black-Scholes option-pricing model. | ||
| Advertising, Marketing and Promotion | ||
| Advertising, marketing and promotion expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended March 31, 2014 and the three months ended March 31, 2013, advertising, marketing and promotion expense was $19,246 and $15,403 respectively. | ||
| Income Taxes | ||
| We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. | ||
| The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | ||
| As of March 31, 2014, tax years 2013, 2012, 2011 and 2010 remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. | ||
| Basic and Diluted Net Earnings (Loss) Per Common Share | ||
| In accordance with ASC 260-10, "Earnings Per Share", basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. As of March 31, 2014 and 2013 there were approximately 1,470,000 and 792,000 common stock equivalent shares outstanding as stock options, respectively and 2,600,000 and 0 common stock equivalents from the conversion of preferred stock, respectively. Equivalent shares were not utilized as the effect is anti-dilutive. | ||
| Segment Information | ||
| In accordance with the provisions of ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information", the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of March 31, 2014 and 2013. | ||
| Recent Accounting Pronouncements | ||
| Recent accounting standards that have been issued or proposed by FASB (Financial Accounting Standards Board) that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. | ||
GOING_CONCERN
| GOING CONCERN | 3 Months Ended |
| Mar. 31, 2014 | |
| GOING CONCERN [Abstract] | ' |
| GOING CONCERN | ' |
| NOTE 2 - GOING CONCERN | |
| The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained a net loss of $359,263 and used cash in operating activities of $434,796 for the three months ended March 31, 2014. The Company had an accumulated deficit of $3,333,288 at March 31, 2014. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from related parties to sustain its current level of operations. | |
| Management plans to continue to raise additional capital through private placements and is exploring additional avenues for future fund-raising through both public and private sources. | |
| The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
BUSINESS_ACQUISITIONS
| BUSINESS ACQUISITIONS | 3 Months Ended |
| Mar. 31, 2014 | |
| BUSINESS ACQUISITIONS [Abstract] | ' |
| BUSINESS ACQUISITIONS | ' |
| NOTE 3 - BUSINESS ACQUISITIONS | |
| As previously disclosed in our Annual Report on Form 10-K for the year ending December 31, 2013, on January 2, 2014, the Company entered into an agreement to purchase Leoaffairs.com, Fireaffairs.com, and Teacheraffairs.com for $100,000 (the "Websites"). Payment terms for the acquisition of the Websites was $100,000 at closing. Additionally, the Company agreed to pay $4,166.67 per month, beginning February 1, 2014 and continuing monthly for 36 months, ending January 1, 2017 for Management Services. The agreement included a provision wherein the seller will receive stock options to purchase 50,000 shares of the Company's common stock at closing. The agreement also includes a goal oriented incentive plan wherein the seller will have the opportunity to earn up to either a total of $50,000 or 50,000 stock options for each of the years 2014, 2015, and 2016 for achieving specific traffic goals. The Company recorded the fair value of the contingency at $0 on January 2, 2014 and $0 as of March 31, 2014. The acquisition was accounted for following ASC 805 "Business Combination". The operations of the Websites prior to the Company's acquisition were immaterial; therefore, pro forma information will not be presented. There were no costs of acquisition incurred as a result of the Websites purchase. A copy of this agreement is filed as exhibit 10.19 to this report. | |
| As previously disclosed in our Annual Report on Form 10-K for the year ending December 31, 2013, on March 3, 2014, the Company entered into an agreement to purchase Welcomehomeblog.com for $200,000. Payment terms for the acquisition of the website was $200,000 at closing. The acquisition was accounted following ASC 805 "Business Combination". The operations of the website prior to the Company's acquisition were immaterial; therefore, pro forma information will not be presented. There were no costs of acquisition incurred as a result of this website purchase. A copy of this agreement is filed as exhibit 10.20 to this report. |
INVENTORIES
| INVENTORIES | 3 Months Ended | ||||||||
| Mar. 31, 2014 | |||||||||
| INVENTORIES [Abstract] | ' | ||||||||
| INVENTORIES | ' | ||||||||
| NOTE 4 - INVENTORIES | |||||||||
| At March 31, 2014 and December 31, 2013 inventories consisted of the following: | |||||||||
| March 31, | December 31, | ||||||||
| 2014 | 2013 | ||||||||
| Product Inventory: Books | $ | 1,363 | $ | 1,383 | |||||
| Product Inventory: Clocks & Watches | 409,485 | 300,210 | |||||||
| Product Inventory: Art | 885 | 885 | |||||||
| Product Inventory: Jewelry | 333 | 508 | |||||||
| Product Inventory: Other Inventory | 821 | 332 | |||||||
| Total Inventory Balance | $ | 412,887 | $ | 303,318 | |||||
PROPERTY_AND_EQUIPMENT
| PROPERTY AND EQUIPMENT | 3 Months Ended | ||||||||||||
| Mar. 31, 2014 | |||||||||||||
| PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||||||
| PROPERTY AND EQUIPMENT | ' | ||||||||||||
| NOTE 5 - PROPERTY AND EQUIPMENT | |||||||||||||
| At March 31, 2014 and December 31, 2013 property and equipment consists of the following: | |||||||||||||
| March 31, | December 31, | Depreciable | |||||||||||
| Life | |||||||||||||
| 2014 | 2013 | (Years) | |||||||||||
| Furniture & Fixtures | $ | 25,320 | $ | 23,921 | 7 | ||||||||
| Computer Equipment | 35,917 | 33,300 | 5 | ||||||||||
| Total Fixed Assets | 61,237 | 57,221 | |||||||||||
| Less: Accumulated Depreciation | (25,302 | ) | (22,722 | ) | |||||||||
| Total Fixed Assets, net | $ | 35,935 | $ | 34,499 | |||||||||
| Depreciation expense was $2,580, $1,909 and $25,302 for the three months ended March 31, 2014 and March 31, 2013 and for the period from May 20, 2010 (inception) to March 31, 2014, respectively. | |||||||||||||
LONG_TERM_DEBT_TO_RELATED_PART
| LONG TERM DEBT TO RELATED PARTIES AND PREMIUM FINANCE LOAN PAYABLE | 3 Months Ended | ||||||||
| Mar. 31, 2014 | |||||||||
| LONG TERM DEBT TO RELATED PARTIES AND PREMIUM FINANCE LOAN PAYABLE [Abstract] | ' | ||||||||
| LONG TERM DEBT TO RELATED PARTIES AND PREMIUM FINANCE LOAN PAYABLE | ' | ||||||||
| NOTE 6 - LONG TERM DEBT TO RELATED PARTIES AND PREMIUM FINANCE LOAN PAYABLE | |||||||||
| Notes Payable - Related Parties | |||||||||
| Notes payable, classified as both short-term and long-term at March 31, 2014 and December 31, 2013, consists of the following: | |||||||||
| March 31, | December 31, | ||||||||
| 2014 | 2013 | ||||||||
| Current portion of debt: | |||||||||
| Chief Executive Office | $ | - | $ | - | |||||
| Shareholders | - | - | |||||||
| Total Current portion of debt | $ | - | $ | - | |||||
| Long term debt: | |||||||||
| Chief Executive Office | $ | - | $ | - | |||||
| Shareholders | - | - | |||||||
| Total Long term debt | $ | - | $ | - | |||||
| On August 1, 2012 the Company borrowed funds and issued notes to its majority shareholder and CEO in the amount of $100,000, and to other shareholders in the amounts of $100,000 and $50,000 respectively. Each of the notes contained the same terms: maturity date, August 1, 2022, bear an interest rate of 10%, and are to be repaid, principal and interest monthly, based on a ten-year amortization schedule. The notes were secured by substantially all assets of the Company. | |||||||||
| On November 1, 2012, the majority shareholder and CEO loaned the Company another $50,000. The maturity date was November 1, 2022, bears an interest rate of 10%, and was to be repaid, principal and interest monthly, based on a ten-year amortization schedule. The note was secured by substantially all assets of the Company. | |||||||||
| On May 31, 2013, the Company entered into an agreement with the respective shareholders to convert the remaining $286,000 principal debt balance to equity by issuing 1,029,600 shares of the Company common stock to the respective shareholders. The majority shareholder and CEO was issued 516,600 shares of common stock for the principal debt balance of $143,500. Other shareholders were issued 513,000 shares of common stock for the principal debt balance of $142,500. | |||||||||
| As of March 31, 2014, the Company does not have any long-term debt outstanding to related parties or any other entity. | |||||||||
| Premium Finance Loan Payable | |||||||||
| Premium finance loan payable related to the financing of the Company's Error & Omission (E&O) insurance coverage for the period September 6, 2013 through September 5, 2014. The Company financed $14,438 of the total policy premium of $19,159 (including interest of $435) from Pro Premium Financing Company, Inc. The terms of the loan are nine equal payments of $1,604 per month beginning October 6, 2013. The balance due was $4,812 at March 31, 2014. | |||||||||
| Premium finance loan payable related to the financing of the Company's subsidiary, The Bright Insurance Agency, LLC, Error & Omission (E&O) insurance coverage for the period October 14, 2013 through October 13, 2014. The Company financed $1,982 of the total policy premium of $2,524 (including interest of $84) from IPFS Corporation. The terms of the loan are 9 equal payments of $220 per month beginning November 14, 2013. The balance due was $881 at March 31, 2014. | |||||||||
| Premium finance loan payable related to the financing of the Company's Director's & Officer's (D&O) insurance coverage for the period October 31, 2013 through October 30, 2014. The Company financed $18,973 of the total policy premium of $23,532 (including interest of $674) from Flat Iron Capital. The terms of the loan are 9 equal payments of $2,108 per month beginning November 30, 2013. The balance due was $8,433 at March 31, 2014. | |||||||||
| The Company entered into an agreement with Employers Assurance Company for the Company's Workers' Compensation and Employer (WC) liability insurance for the period January 1, 2014 through December 31, 2014. The total policy premium is $1,815. The terms of the policy required a down payment of $545 due on execution and three equal quarterly payments of $424 beginning March 31, 2014. The balance due was $847 at March 31, 2014. | |||||||||
| Total Premium Finance Loan Payable balance for all of the Company's policies was $14,973 at March 31, 2014 and $26,974 at December 31, 2013. | |||||||||
INTANGIBLE_ASSETS
| INTANGIBLE ASSETS | 3 Months Ended | ||||||||
| Mar. 31, 2014 | |||||||||
| INTANGIBLE ASSETS [Abstract] | ' | ||||||||
| INTANGIBLE ASSETS | ' | ||||||||
| NOTE 7 - INTANGIBLE ASSETS | |||||||||
| Website acquisition assets at March 31, 2014 and December 31, 2013, consists of the following: | |||||||||
| March 31, | December 31, | ||||||||
| 2014 | 2013 | ||||||||
| Website Acquisition Assets | $ | 342,944 | $ | 42,944 | |||||
| Less: Accumulated Amortization | (21,381 | ) | - | ||||||
| Total Website Acquisition Assets, net | $ | 321,563 | $ | 42,944 | |||||
| Amortization expense was $21,381, $0 and $21,381 for the three months ended March 31, 2014 and March 31, 2013 and for the period from May 20, 2010 (inception) to March 31, 2014, respectively. | |||||||||
COMMITMENTS_AND_CONTINGENCIES
| COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
| Mar. 31, 2014 | |
| COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
| COMMITMENTS AND CONTINGENCIES | ' |
| NOTE 8 - COMMITMENTS AND CONTINGENCIES | |
| Legal | |
| From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of March 31, 2014 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. | |
| Lease Commitment | |
| Leases | |
| The Company leases its offices at 6400 Congress Avenue, Suite 2250, Boca Raton, Florida 33487 under a long-term non-cancellable lease agreement, which contains renewal options and no escalations for the lease term. On January 3, 2011, the Company entered into a lease of approximately 2,000 square feet for a term of 39 months in Boca Raton, Florida at a base rent of approximately $4,000 per month. A security deposit of $3,700 was paid on January 3, 2011. On September 30, 2013, the Company entered into a lease amendment wherein the Company leased Suite 1200 for an additional 1,017 square feet for a term of 39 months with a termination date of December 31, 2016. An additional security deposit of $1,000 was paid upon execution of the lease amendment. Rent is all-inclusive and includes electricity, heat, air-conditioning, and water. | |
| The Company's lease for Suite 2250 expired March 31, 2014. The Company anticipates executing a new lease for Suite 2250. As of today, the Company has not signed a new lease and is on a month-to-month lease. | |
| Rent expense for the three months ended March 31, 2014 and 2013 was $17,830 and $9,752 respectively. | |
| Other Commitments | |
| The Company entered into various contracts or agreements in the normal course of business, which may contain commitments. During the three months ended March 31, 2014 and 2013, the Company entered into agreements with third party vendors to supply website content and data, website software development, advertising, public relations, and legal services. All of these commitments contain provisions whereby either party may terminate the agreement with specified notice, normally 30 days, and with no further obligation on the part of either party. | |
| All expenses and liabilities relating to such contracts were recorded in accordance with GAAP during all periods presented in the accompanying consolidated financial statements. |
RELATED_PARTIES
| RELATED PARTIES | 3 Months Ended |
| Mar. 31, 2014 | |
| RELATED PARTIES [Abstract] | ' |
| RELATED PARTIES | ' |
| NOTE 9 - RELATED PARTIES | |
| As noted in Note 12, on April 23, 2014 a related party founder purchased 200,000 shares of the Company's common shares for $100,000. | |
| As noted in Note 12, on May 2, 2014, a related party purchased 500,000 shares of the Company's common shares for $250,000. |
SHAREHOLDERS_EQUITY
| SHAREHOLDERS' EQUITY | 3 Months Ended | ||||||||||||||||
| Mar. 31, 2014 | |||||||||||||||||
| SHAREHOLDERS' EQUITY [Abstract] | ' | ||||||||||||||||
| SHAREHOLDERS' EQUITY | ' | ||||||||||||||||
| NOTE 10- SHAREHOLDERS' EQUITY | |||||||||||||||||
| Preferred Stock | |||||||||||||||||
| The Company authorized 20,000,000 shares of preferred stock with a par value of $0.01. | |||||||||||||||||
| At a meeting of the Board of Directors, held on November 1, 2013, the directors approved the designation of two million (2,000,000) shares of the Preferred Stock as 10% Series A Convertible Preferred Stock ("Series A Stock") and authorized the issuance of the Series A Stock. Holders of the Series A Stock shall be entitled to the payment of a 10% dividend payable in shares of the Corporation's common stock at a rate of one share of Common Stock for each ten shares of Series A Stock. Dividends shall be payable annually the tenth business day of January. Each holder of Series A Stock may convert all or part of the Series A Stock into shares of common stock on a share for share basis. Series A Stock shall rank superior to all other classes of stock upon liquidation. Each share of Series A Stock shall automatically convert to common shares five years from the date of issuance or upon change in control. On the tenth business day of January 2014 there were 17,398 shares of common stock dividends owed and due to the Series A Stockholders of record. The Company issued 17,398 shares of common stock dividends due Series A Stockholders of record. As of March 31, 2014, there were 34,629 shares of common stock dividends owed but not due until the tenth business day of January 2015 to the Series A Stockholders of record. | |||||||||||||||||
| During the year ended December 31, 2013, the Company raised additional capital of $750,000 through issuance of 1,500,000 shares of its Series A Stock pursuant to a private placement. Of the 1,500,000 shares of Series A Stock issued, 300,000 were issued to the Company's related party founder for $150,000. An additional 850,000 shares of the 1,500,000 Series A Stock issued, were issued to a related party for $425,000. | |||||||||||||||||
| During the three months ended March 31, 2014, the Company raised additional capital of $50,000 through issuance of 100,000 shares of its Series A Stock pursuant to the same private placement. | |||||||||||||||||
| At a meeting of the Board of Directors, held on December 23, 2013, the directors approved the designation of one million (1,000,000) shares of the Preferred Stock as 10% Series B Convertible Preferred Stock ("Series B Stock") and authorized the issuance of the Series B Stock. Holders of the Series B Stock shall be entitled to the payment of a 10% dividend payable in shares of the Corporation's common stock at a rate of one share of common stock for each ten shares of Series B. Stock. Dividends shall be payable annually the tenth business day of January. Each holder of Series B Stock may convert all or part of the Series B Stock into shares of common stock on a share for share basis. Series B Stock shall rank superior to all common stock upon liquidation. Each share of Series B Stock shall automatically convert to common shares five years from the date of issuance or upon change in control. On the tenth business day of January 2014 there were 3,836 shares of common stock dividends owed and due to the Series B stockholders or record. The Company issued 3,836 shares of common stock dividends due Series B Stockholder of record. As of March 31, 2014, there were 21,644 shares of common stock dividends owed but not due until the tenth business day of January 2015 to the Series B Stockholder of record. | |||||||||||||||||
| During the year ended December 31, 2013, the Company raised additional capital of $500,000 through the issuance of 1,000,000 shares of its Series B Stock pursuant to a private placement. All 1,000,000 shares of Series B Stock were issued to a related party. | |||||||||||||||||
| Series A and B Stock are also subject to adjustment of the conversion terms due to future mergers, sales and stock splits, if any. | |||||||||||||||||
| Common Stock | |||||||||||||||||
| Recapitalization | |||||||||||||||||
| Company's Board of Directors approved a 1.8 for 1 forward stock split of its common shares on June 26, 2013, which became effective for shareholders of record on June 26, 2013. The Company also amended its articles of incorporation to increase its authorized common stock to 324,000,000 shares. All shares issued prior to June 26, 2013 and the respective per share amounts (including quantities and prices) in the accompanying consolidated financial statements and notes to consolidated financial statements have been retroactively restated to reflect the 1.8 for 1 forward stock split and change in outstanding shares. This means that each original share quantity issued prior to June 26, 2013 has been multiplied by 1.8 and each original share price has been divided by 1.8. | |||||||||||||||||
| A) | Stock Issued for cash | ||||||||||||||||
| The Company has authorized 324,000,000 shares of common stock and issued 18,000,000 to the Company's related party founder in July 2010 for $100,000 in cash at $.0056 per share, of which, 3,034,800 common shares were gifted by the related party founder to family members and others. | |||||||||||||||||
| In 2010 and 2011, the Company raised additional capital through the issuance of common stock pursuant to a Private Placement Memorandum dated September 1, 2010, whereby $790,000 and $200,000 in capital was raised through the issuance of 5,688,000 and 1,440,000 shares of common stock at $.1389 per share in 2010 and 2011, respectively. | |||||||||||||||||
| In 2012, the Company raised additional capital through the issuance of common stock pursuant to an Access Letter dated December 1, 2011, whereby $615,000 in capital was raised through the issuance of 2,214,000 shares of common stock at $.2778 per share. | |||||||||||||||||
| In 2013, the Company raised additional capital through the issuance of common stock pursuant to an Access Letter dated December 1, 2011, whereby $165,000 in capital was raised through the issuance of 594,000 shares of common stock at $.2778 per share. | |||||||||||||||||
| In 2013, the Company raised additional capital through issuance of common stock pursuant to a private placement whereby $676,500 in capital was raised through the issuance of 2,435,400 shares of common stock at $.2778 per share. | |||||||||||||||||
| In 2013, the Company issued 20,000 shares of its common stock in connection with an exercised stock option grant to an outside consultant. The Company valued these common shares at $10,000 based on the exercise price of $0.50 per common share. | |||||||||||||||||
| During the three months ended March 31, 2014, the Company issued 50,000 shares of its common stock in connection with an exercised stock option grant to an outside consultant and received $25,000 based on the exercise price of $0.50 per common share. | |||||||||||||||||
| B) | Stock issued for services | ||||||||||||||||
| During 2012, the Company issued 72,000 shares of its common stock to three individuals for services rendered. The Company valued these common shares based on the price recent investors paid for common shares pursuant to an Access Letter dated December 1, 2011, or $.2778 per share. The total value for these shares is $20,000. | |||||||||||||||||
| During 2013, the Company issued 514,000 shares of its common stock to four individuals for services rendered. The Company valued these common shares based on the price recent investors paid for common shares pursuant to an Access Letter dated December 1, 2011 and pursuant to a private placement, or $.2778 per share. The total value for these shares is $142,778. | |||||||||||||||||
| C) | Stock issued for dividends | ||||||||||||||||
| During the three months ended March 31, 2014, the Company issued 21,234 shares of its common stock in connection with the Series A Stock private placement subscription agreements and Series B Stock private placement subscription agreement that were issued in 2013. Holders of the Series A and Series B Stock shall be entitled to the payment of a 10% dividend payable in shares of the Company's common stock at a rate of one share of common stock (which may be rounded up) for each ten shares of Series A or Series B Stock. Dividends shall be payable annually the tenth business day of January (see Note 10 Preferred Stock). | |||||||||||||||||
| D) | Stock Repurchase for cash | ||||||||||||||||
| During the year ended 2013, the Company entered into common stock repurchase agreements wherein the company acquired an aggregate of 360,000 shares of treasury stock. The Company repurchased the shares for $2,501. | |||||||||||||||||
| E) | Debt Conversion | ||||||||||||||||
| During 2013, the Company converted principal related party debt balance of $286,000 to equity by issuing 1,029,600 shares of common stock. The Company valued these common shares based on the price recent investors paid for common shares pursuant to a private placement, or $.2778 per share. | |||||||||||||||||
| Stock Incentive Plan and Stock Option Grants to Employees and Directors | |||||||||||||||||
| The Company accounts for stock option compensation issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC Topic 505-50, Equity-Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option-pricing model. | |||||||||||||||||
| Stock options issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option, whichever is more reliably measurable in accordance with FASB ASC 505, Equity, and FASB ASC 718, Compensation-Stock Compensation, including related amendments and interpretations. The related expense is recognized over the period the services are provided. | |||||||||||||||||
| On April 20, 2011, the Company's board of directors and majority stockholder adopted the 2011 Stock Option Plan (the "2011 Plan"), to be effective on January 3, 2011. The purpose of the 2011 Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2011 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. The Company had reserved for issuance an aggregate of 900,000 shares of common stock under the 2011 Plan. The maximum aggregate number of shares of Company stock that shall be subject to grants made under the 2011 Plan to any individual during any calendar year shall be 180,000 shares. The Company's board of directors will administer the 2011 Plan until such time as such authority has been delegated to a committee of the board of directors. The material terms of each option granted pursuant to the 2011 Plan by the Company shall contain the following terms: (i) that the purchase price of each share purchasable under an incentive option shall be determined by the Committee at the time of grant, (ii) the term of each option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date such option is granted and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the 2011 Plan, as may be determined by the Committee and specified in the grant instrument. As of March 31, 2014, 0 shares were remaining under the 2011 Plan for future issuance. | |||||||||||||||||
| On January 3, 2011, the Company granted, pursuant to the 2011 Plan, ten-year stock options to purchase 720,000 common shares of the Company, of which (i) 180,000 are exercisable on January 3, 2012 at $0.1389 per share, (ii) 180,000 are exercisable on January 3, 2013 at $0.1389 per share, (iii) 180,000 are exercisable on January 3, 2014 at $0.1389 per share and (iv) 180,000 are exercisable on January 3, 2015 at $0.1389 per share. Of the 720,000 ten-year stock options granted on January 3, 2011, 360,000 were granted to related party officers. | |||||||||||||||||
| The total fair value of stock option awards granted to employees during the year ended December 31, 2011 was $68,880, which is being recognized over the respective vesting periods. The Company recorded compensation expense of $35,560 for the year ended December 31, 2011. | |||||||||||||||||
| On February 17, 2012, the Company granted 54,000 ten-year stock options, which have an exercise price of $0.2778 per share and cliff vest annually over three years starting February 17, 2013, to an employee. The fair value was computed at $10,302 or $0.1908 per option. | |||||||||||||||||
| On April 16, 2012, the Company granted 18,000 ten-year stock options, which have an exercise price of $0.2778 and cliff vest annually over three years starting on April 16, 2013, to a non-employee. The fair value was computed at $3,432 or $0.1908 per option. | |||||||||||||||||
| The total fair value of stock option awards granted to employees during the year ended December 31, 2012 was $13,734, which is being recognized over the respective vesting periods. The Company recorded compensation expense of $25,884 for the year ended December 31, 2012 in connection with all options. | |||||||||||||||||
| On April 1, 2013, the Company's board of directors and majority stockholder adopted the 2013 Stock Option Plan (the "2013 Plan"), to be effective on April 1, 2013. The purpose of the 2013 Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2013 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. The Company has reserved for issuance an aggregate of 900,000 shares of common stock under the 2013 Plan. The maximum aggregate number of shares of Company stock that shall be subject to grants made under the 2013 Plan to any individual during any calendar year shall be 180,000 shares. The Company's board of directors will administer the 2013 Plan until such time as such authority has been delegated to a committee of the board of directors. The material terms of each option granted pursuant to the 2013 Plan by the Company shall contain the following terms: (i) that the purchase price of each share purchasable under an incentive option shall be determined by the Committee at the time of grant, (ii) the term of each option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date such option is granted and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the 2013 Plan, as may be determined by the Committee and specified in the grant instrument. As of March 31, 2014, 260,000 shares were remaining under the 2013 Plan for future issuance. | |||||||||||||||||
| Between April 9, 2013 and June 24, 2013, the Company granted 468,000 ten-year stock options, which have an exercise price of $0.2778 and cliff vest annually over four years starting in April to June 2013, to two employees and one director. The aggregate fair value of these options was computed at $89,236 or $0.1907 per option, which is being recognized over the requisite service period, which is the vesting period. | |||||||||||||||||
| On July 1, 2013 the Company's prior CFO retired and the Board authorized his options to continue vesting and expire on the original expiration date. In accordance with ASC 718, the remaining cost relating to his stock options was expensed since the requisite services were completed. The intrinsic value of the exercisable options at December 31, 2013 was computed at $32,499 or $0.3611 per exercisable option. | |||||||||||||||||
| On August 12, 2013 the Company granted 100,000 ten-year stock options, which have an exercise price of $0.50 per share and cliff vest annually over four years starting in August 2014 to an employee. The aggregate fair value of these options was computed at $16,334 or $0.1633 per option. | |||||||||||||||||
| On December 15, 2013 the Company granted 40,000 ten-year stock options, which have an exercise price of $0.50 per share and cliff vest annually over four years starting in December 2014 to an employee. The aggregate fair value of these options was computed at $6,534 or $0.1633 per option. | |||||||||||||||||
| On December 15, 2013 the Company granted 40,000 ten-year stock options, which have an exercise price of $0.50 per share to a consultant. Of the 40,000 stock options, 20,000 vest on December 15, 2013, 10,000 vest on December 15, 2014, and the remaining 10,000 vest on December 15, 2015. The aggregate fair value of these options was computed at $6,534 or $0.1633 per option. | |||||||||||||||||
| On December 23, 2013 a consultant exercised 20,000 of a total of 40,000 stock options, which he was granted on December 15, 2013. Of the 40,000 stock options granted, 20,000 vested on December 15, 2013 and had an exercise price of $.050 per share. The remaining 20,000 stock options will vest as follows: 10,000 will vest on December 15, 2014 and the remaining 10,000 stock options will vest on December 15, 2015. The consultant paid the Company $10,000 for the 20,000 common shares issued. | |||||||||||||||||
| On January 2, 2014 the Company granted 50,000 ten-year options, which have an exercise price of $0.50 per share to a consultant. All 50,000 stock options vested on January 2, 2014. The aggregate fair value of these options was computed at $8,167 or $0.1633 per option. | |||||||||||||||||
| On January 2, 2014 the Company granted 50,000 ten-year stock options, which have an exercise price of $0.50 per share and cliff vest annually over four years starting in January 2015 to an employee. The aggregate fair value of these options was computed at $8,167 or $0.1633 per option. | |||||||||||||||||
| The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. | |||||||||||||||||
| The Company recorded $25,762 and $4,311 stock option expense for the three months ended March 31, 2014 and March 31, 2013 respectively in connection with all options. | |||||||||||||||||
| As of March 31, 2014 there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $79,546 to be recognized through March 2018. | |||||||||||||||||
| A summary of the Company's stock option activity during the three months ended March 31, 2014 is presented below: | |||||||||||||||||
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||
| Balance Outstanding, December 31, 2013 | 1,420,000 | $ | 0.23 | 8.2 | $ | 495,200 | |||||||||||
| Granted | 100,000 | 0.5 | - | - | |||||||||||||
| Exercised | (50,000 | ) | - | - | - | ||||||||||||
| Forfeited | - | - | - | - | |||||||||||||
| Expired | - | - | - | - | |||||||||||||
| Balance Outstanding, March 31, 2014 | 1,470,000 | $ | 0.24 | 8 | $ | 678,200 | |||||||||||
| Exercisable at March 31, 2014 | 653,200 | $ | 0.17 | 7.1 | $ | 220,843 | |||||||||||
CONCENTRATIONS
| CONCENTRATIONS | 3 Months Ended |
| Mar. 31, 2014 | |
| CONCENTRATIONS [Abstract] | ' |
| CONCENTRATIONS | ' |
| NOTE 11 - CONCENTRATIONS | |
| The Company purchases a substantial amount of its products from two vendors; Vendor A and Vendor B. During the three months ended March 31, 2014, these two vendors accounted for 68% and 25%, respectively of total products purchased. Although we continue to expand our product line and vendor relationships, due to the high concentration and reliance on these two vendors, the loss of one of these two vendors could adversely affect the Company's operations. | |
| The Company sells many of its products through various distribution portals, which include Amazon and Ebay. During the three months ended March 31, 2014, these two portals accounted for 75% and 20%, respectively of our total sales. Due to high concentration and reliance on these portals, the loss of a working relationship with either of these two portals could adversely affect the Company's operations. | |
| A substantial amount of payments for our products sold are processed through Paypal. A disruption in Paypal payment processing could have an adverse effect on the Company's operations and cash flow. During the three months ended March 31, 2014, the Company established a account with a payment processor as an alternate portal for receiving payments for our products sold. | |
| Credit Risk | |
| The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the FDIC insured limit of $250,000 are at risk. At March 31, 2014 and December 31, 2013, respectively, the Company had cash balances above the FDIC insured limit of $112,137 and $716,847 respectively. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. | |
| Concentration of Funding | |
| During the three months ended March 31, 2014 and 2013, a large portion of the Company's funding was provided by the sale of shares of the Company's common stock to related parties. |
SUBSEQUENT_EVENTS
| SUBSEQUENT EVENTS | 3 Months Ended |
| Mar. 31, 2014 | |
| SUBSEQUENT EVENTS [Abstract] | ' |
| SUBSEQUENT EVENTS | ' |
| NOTE 12 - SUBSEQUENT EVENTS | |
| On April 21, 2014, the Company issued to an attorney 25,000 shares of the Company's common stock at $.50 per share, or $12,500, for services rendered. The Company valued these common shares based on the price recent investors paid for common shares pursuant to a private placement and recognized as expense immediately. | |
| On April 23, 2014, the Company raised additional capital through issuance of its common stock pursuant to a private placement whereby $100,000 in capital was raised through the issuance of 200,000 shares of common stock at $.50 per share to a related party founder. | |
| On April 28, 2014, the Company raised additional capital through issuance if its common stock pursuant to a private placement whereby $50,000 was raised through the issuance of 100,000 shares of common stock at $.50 per share. | |
| On April 30, 2014, the Company raised additional capital through issuance of its common stock pursuant to a private placement whereby $100,000 in capital was raised through the issuance of 200,000 shares of common stock at $.50 per share. | |
| On May 2, 2014, the Company raised additional capital through issuance of its common stock pursuant to a private placement whereby $250,000 in capital was raised through the issuance of 500,000 share of common stock at $.50 per share to a related party. | |
| On May 2, 2014, the Company entered into a Website Asset Purchase and Management Agreement to acquire FDcareers.com on May 2, 2014. The Company purchased FDCareers.com for $52,000. The payment terms are $52,000 payable on May 2, 2014 for the website plus $13,000 on May 2, 2014 for management services and consulting fees for the Seller's maintenance of the Website for the month May 2014 and for training during the months of June and July 2014. |
NATURE_OF_OPERATIONS_AND_SUMMA1
| NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 3 Months Ended | |
| Mar. 31, 2014 | ||
| NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES [Abstract] | ' | |
| Organization and Nature of Operations | ' | |
| Organization and Nature of Operations | ||
| Bright Mountain Holdings, Inc. ("BMHI" or the "Company," "we," "us," "our", "Bright Mountain") is a Florida corporation formed on May 20, 2010. Its wholly owned subsidiaries, Bright Mountain LLC, and The Bright Insurance Agency, LLC, were formed as Florida limited liability companies in May 2011. | ||
| Bright Mountain plans to grow its business through organic growth and acquisitions. The Bright Mountain strategy is to concentrate its marketing and development to veterans and first responders, including law enforcement, firemen, and EMS. | ||
| The website, www.thebright.com, is an example of this strategy as it is demographically oriented, is directed to our various niche market users and includes, among other things, the following: | ||
| · | news content, including national and international news, sports, entertainment, weather and business news | |
| · | original content stories written by our writers especially for our demographic audience | |
| · | discounts from hundreds of nationally known companies | |
| · | life, disability income, and long term care insurance | |
| · | a private email portal | |
| Our websites contain a number of sections with a vast amount of mission group oriented information including originally written news content, financial markets information and data, blogs, forums, and career information. Bright Mountain Holdings websites are: | ||
| · | Bootcamp4me.com (military); | |
| · | Bootcamp4me.org (military); | |
| · | Coastguardnews.com | |
| · | Fdcareers.com; | |
| · | Fireaffairs.com (first responders); | |
| · | Leoaffairs.com (law enforcement personnel); | |
| · | Teacheraffairs.com; | |
| · | Thebravestonline.com (first responders); | |
| · | Wardocumentaryfilms.com (military); | |
| · | Welcomehomeblog.com (military); and | |
| · | 360fire.com (first responders); | |
| Basis of Presentation | ' | |
| Basis of Presentation | ||
| The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the Company's management, all adjustments necessary to present fairly the consolidated results of operations and cash flows for the three months ended March 31, 2014, and the financial position as of March 31, 2014 have been made. The results of operations for such interim period is not necessarily indicative of the operating results expected for the full year. | ||
| Recapitalization | ' | |
| Recapitalization | ||
| Our Board of Directors approved a 1.8 for 1 forward stock split of our common shares on June 26, 2013, which became effective for shareholders of record on June 26, 2013. The Company also amended its articles of incorporation to increase its authorized common stock to 324,000,000 shares. All shares issued prior to June 26, 2013 and the respective per share amounts (including quantities and prices) in our accompanying consolidated financial statements and notes to consolidated financial statements have been retroactively restated to reflect the 1.8 for 1 forward stock split and change in outstanding shares. This means that each original share quantity issued prior to June 26, 2013 has been multiplied by 1.8 and each original share price has been divided by 1.8. For example, the price per share of $0.50 originally paid for by an investor prior to June 26, 2013 is now reflected as $0.2778, while a quantity of 100 shares is now reflected as 180 shares. | ||
| Principles of Consolidation | ' | |
| Principles of Consolidation | ||
| The interim unaudited condensed consolidated financial statements include the accounts of BMHI and its wholly owned subsidiaries, Bright Mountain LLC and The Bright Insurance Agency, LLC. All significant intercompany transactions and balances have been eliminated in consolidation. | ||
| Development Stage Company | ' | |
| Development Stage Company | ||
| The Company has been in the development stage from inception to March 31, 2014. Activities during the development stage have been principally devoted to organizational activities, raising capital, software development and evaluating operational activities and business opportunities. Since its formation, the Company has had minimal revenues from its planned operations. | ||
| Use of Estimates | ' | |
| Use of Estimates | ||
| Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). These accounting principles require management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying consolidated financial statements include the fair value of acquired assets for purchase price allocation in business combinations, valuation of inventory, valuation of intangible assets, estimates of amortization period for intangible assets, valuation of equity based transactions, and the valuation allowance on deferred tax assets. | ||
| Cash and Cash Equivalents | ' | |
| Cash and Cash Equivalents | ||
| The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents | ||
| Inventories | ' | |
| Inventories | ||
| Inventories are stated at the lower of cost or market using the first in, first out (FIFO) method. Provisions have been made to reduce excess or obsolete inventories to their net realizable value. | ||
| Property, Equipment and Depreciation | ' | |
| Property and Equipment | ||
| Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of seven years for office furniture and equipment, and five years for computer equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold of $500 are expensed as incurred. | ||
| Product Website Development Costs | ' | |
| Website Development Costs | ||
| The Company accounts for its website development costs in accordance with Accounting Standards Codification ("ASC") ASC 350-50, "Website Development Costs" ("ASC 350-50"). These costs, if any, are included in intangible assets in the accompanying consolidated financial statements or expensed immediately if the Company cannot support recovery of these costs from positive future cash flows. | ||
| ASC 350-50 requires the expensing of all costs of the preliminary project stage and the training and application maintenance stage and the capitalization of all internal or external direct costs incurred during the application and infrastructure development stage. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of three years. | ||
| As of March 31, 2014 and 2013, all internally generated website costs have been expensed. | ||
| Impairment of Long-Lived Assets | ' | |
| Impairment of Long-Lived Assets | ||
| The Company accounts for long-lived assets in accordance with the provisions of FASB ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | ||
| Fair Value of Financial Instruments and Fair Value Measurements | ' | |
| Fair Value of Financial Instruments and Fair Value Measurements | ||
| The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. | ||
| We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | ||
| Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | ||
| Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | ||
| Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. | ||
| Revenue Recognition | ' | |
| Revenue Recognition | ||
| The Company recognizes revenue on our products in accordance with ASC 605-10, "Revenue Recognition in Financial Statements". Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of product has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has several revenue streams generated directly from its website and specific revenue recognition criteria for each revenue stream is as follows: | ||
| · | ||
| Sale of merchandise directly to consumers: The Company's product sales are recognized either FOB shipping point or FOB destination, dependent on the customer. Revenues are therefore recognized at point of ownership transfer, accordingly. | ||
| · | ||
| Advertising revenue is received directly form companies who pay the Company a monthly fee for advertising space. | ||
| · | ||
| Advertising revenues are generated by users "clicking" on website advertisements utilizing several ad network partners: Revenues are recognized, on a net basis, upon receipt of payment by the ad network partner since the revenue is not determinable until it is received. | ||
| The Company follows the guidance of ASC 605-50-25, "Revenue Recognition, Customer Payments". Accordingly, any incentives received from vendors are recognized as a reduction of the cost of products included in inventories. Promotional products or samples given to customers or potential customers are recognized as a cost of goods sold. Cash incentives provided to our customers are recognized as a reduction of the related sale price, and, therefore, are a reduction in sales. | ||
| Cost of Sales | ' | |
| Cost of Sales | ||
| Components of costs of sales include product costs, shipping costs to customers and any inventory adjustments. | ||
| Shipping and Handling Costs | ' | |
| Shipping and Handling Costs | ||
| The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues. | ||
| Sales Return Reserve Policy | ' | |
| Sales Return Reserve Policy | ||
| Our return policy generally allows our end users to return purchased products for refund or in exchange for new products. We estimate a reserve for sales returns, if any, and record that reserve amount as a reduction of sales and as a sales return reserve liability. Sales to consumers on our web site generally may be returned within a reasonable period of time. | ||
| Warranty Reserve Policy | ' | |
| Product Warranty Reserve Policy | ||
| The Company is a retail distributor of products and warranties are the responsibility of the manufacturer. Therefore, the Company does not record a reserve for product warranty. | ||
| Stock-Based Compensation | ' | |
| Stock-Based Compensation | ||
| The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC Topic 505-50, "Equity-Based Payments to Non-Employees". The Company estimates the fair value of stock options by using the Black-Scholes option-pricing model. | ||
| Advertising, Marketing and Promotion | ' | |
| Advertising, Marketing and Promotion | ||
| Advertising, marketing and promotion expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended March 31, 2014 and the three months ended March 31, 2013, advertising, marketing and promotion expense was $19,246 and $15,403 respectively. | ||
| Income Taxes | ' | |
| Income Taxes | ||
| We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. | ||
| The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | ||
| As of March 31, 2014, tax years 2013, 2012, 2011 and 2010 remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. | ||
| Basic and Diluted Net Earnings (Loss) Per Common Share | ' | |
| Basic and Diluted Net Earnings (Loss) Per Common Share | ||
| In accordance with ASC 260-10, "Earnings Per Share", basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. As of March 31, 2014 and 2013 there were approximately 1,470,000 and 792,000 common stock equivalent shares outstanding as stock options, respectively and 2,600,000 and 0 common stock equivalents from the conversion of preferred stock, respectively. Equivalent shares were not utilized as the effect is anti-dilutive. | ||
| Segment Information | ' | |
| Segment Information | ||
| In accordance with the provisions of ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information", the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of March 31, 2014 and 2013. | ||
| Recent Accounting Pronouncements | ' | |
| Recent Accounting Pronouncements | ||
| Recent accounting standards that have been issued or proposed by FASB (Financial Accounting Standards Board) that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. | ||
| Accounts Receivable | ' | |
| Accounts Receivable | ||
| Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. | ||
| The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. | ||
INVENTORIES_Tables
| INVENTORIES (Tables) | 3 Months Ended | ||||||||
| Mar. 31, 2014 | |||||||||
| INVENTORIES [Abstract] | ' | ||||||||
| Schedule of Inventories | ' | ||||||||
| At March 31, 2014 and December 31, 2013 inventories consisted of the following: | |||||||||
| March 31, | December 31, | ||||||||
| 2014 | 2013 | ||||||||
| Product Inventory: Books | $ | 1,363 | $ | 1,383 | |||||
| Product Inventory: Clocks & Watches | 409,485 | 300,210 | |||||||
| Product Inventory: Art | 885 | 885 | |||||||
| Product Inventory: Jewelry | 333 | 508 | |||||||
| Product Inventory: Other Inventory | 821 | 332 | |||||||
| Total Inventory Balance | $ | 412,887 | $ | 303,318 | |||||
PROPERTY_AND_EQUIPMENT_Tables
| PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | ||||||||||||
| Mar. 31, 2014 | |||||||||||||
| PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||||||
| Schedule of Property and Equipment | ' | ||||||||||||
| At March 31, 2014 and December 31, 2013 property and equipment consists of the following: | |||||||||||||
| March 31, | December 31, | Depreciable | |||||||||||
| Life | |||||||||||||
| 2014 | 2013 | (Years) | |||||||||||
| Furniture & Fixtures | $ | 25,320 | $ | 23,921 | 7 | ||||||||
| Computer Equipment | 35,917 | 33,300 | 5 | ||||||||||
| Total Fixed Assets | 61,237 | 57,221 | |||||||||||
| Less: Accumulated Depreciation | (25,302 | ) | (22,722 | ) | |||||||||
| Total Fixed Assets, net | $ | 35,935 | $ | 34,499 | |||||||||
LONG_TERM_DEBT_TO_RELATED_PART1
| LONG TERM DEBT TO RELATED PARTIES AND PREMIUM FINANCE LOAN PAYABLE (Tables) | 3 Months Ended | ||||||||
| Mar. 31, 2014 | |||||||||
| LONG TERM DEBT TO RELATED PARTIES AND PREMIUM FINANCE LOAN PAYABLE [Abstract] | ' | ||||||||
| Schedule of Related Party Notes Payable | ' | ||||||||
| Notes payable, classified as both short-term and long-term at March 31, 2014 and December 31, 2013, consists of the following: | |||||||||
| March 31, | December 31, | ||||||||
| 2014 | 2013 | ||||||||
| Current portion of debt: | |||||||||
| Chief Executive Office | $ | - | $ | - | |||||
| Shareholders | - | - | |||||||
| Total Current portion of debt | $ | - | $ | - | |||||
| Long term debt: | |||||||||
| Chief Executive Office | $ | - | $ | - | |||||
| Shareholders | - | - | |||||||
| Total Long term debt | $ | - | $ | - | |||||
INTANGIBLE_ASSETS_Tables
| INTANGIBLE ASSETS (Tables) | 3 Months Ended | ||||||||
| Mar. 31, 2014 | |||||||||
| INTANGIBLE ASSETS [Abstract] | ' | ||||||||
| Schedule of Intangible Assets | ' | ||||||||
| Website acquisition assets at March 31, 2014 and December 31, 2013, consists of the following: | |||||||||
| March 31, | December 31, | ||||||||
| 2014 | 2013 | ||||||||
| Website Acquisition Assets | $ | 342,944 | $ | 42,944 | |||||
| Less: Accumulated Amortization | (21,381 | ) | - | ||||||
| Total Website Acquisition Assets, net | $ | 321,563 | $ | 42,944 | |||||
SHAREHOLDERS_EQUITY_Tables
| SHAREHOLDERS' EQUITY (Tables) | 3 Months Ended | ||||||||||||||||
| Mar. 31, 2014 | |||||||||||||||||
| SHAREHOLDERS' EQUITY [Abstract] | ' | ||||||||||||||||
| Summary of Stock Option Activity | ' | ||||||||||||||||
| A summary of the Company's stock option activity during the three months ended March 31, 2014 is presented below: | |||||||||||||||||
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||
| Balance Outstanding, December 31, 2013 | 1,420,000 | $ | 0.23 | 8.2 | $ | 495,200 | |||||||||||
| Granted | 100,000 | 0.5 | - | - | |||||||||||||
| Exercised | (50,000 | ) | - | - | - | ||||||||||||
| Forfeited | - | - | - | - | |||||||||||||
| Expired | - | - | - | - | |||||||||||||
| Balance Outstanding, March 31, 2014 | 1,470,000 | $ | 0.24 | 8 | $ | 678,200 | |||||||||||
| Exercisable at March 31, 2014 | 653,200 | $ | 0.17 | 7.1 | $ | 220,843 | |||||||||||
NATURE_OF_OPERATIONS_AND_SUMMA2
| NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
| Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Jun. 26, 2013 | |
| NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES [Abstract] | ' | ' | ' | ' | ' |
| Stock split, conversion ratio | 1.8 | ' | ' | ' | ' |
| Common stock, shares authorized | ' | 324,000,000 | ' | 324,000,000 | 324,000,000 |
| Price per share | $0.50 | ' | ' | $0.50 | ' |
| Price per share reflected after split | 0.2778 | ' | ' | ' | ' |
| Shares before stock split | 100 | ' | ' | ' | ' |
| Shares after stock split | 180 | ' | ' | ' | ' |
| Advertising, marketing and promotion expense | ' | $19,246 | $15,403 | ' | ' |
| Property and equipment, capitalization threshold | ' | $500 | ' | ' | ' |
| Furniture and Fixtures [Member] | ' | ' | ' | ' | ' |
| Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
| Property and equipment, estimated useful life | ' | '7 years | ' | ' | ' |
| Computer Equipment [Member] | ' | ' | ' | ' | ' |
| Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
| Property and equipment, estimated useful life | ' | '5 years | ' | ' | ' |
| Website Development Costs [Member] | ' | ' | ' | ' | ' |
| Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
| Finite-Lived Intangible Asset, Useful Life | ' | '3 years | ' | ' | ' |
| Stock Options [Member] | ' | ' | ' | ' | ' |
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
| Common stock equivalent shares | ' | 1,470,000 | 792,000 | ' | ' |
| Convertible Preferred Stock [Member] | ' | ' | ' | ' | ' |
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
| Common stock equivalent shares | ' | 2,600,000 | ' | ' | ' |
GOING_CONCERN_Details
| GOING CONCERN (Details) (USD $) | 3 Months Ended | 7 Months Ended | 12 Months Ended | 46 Months Ended | |||
| Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2014 | |
| GOING CONCERN [Abstract] | ' | ' | ' | ' | ' | ' | ' |
| Net loss | $359,263 | $314,996 | $60,554 | $1,296,681 | $931,855 | $684,935 | $3,333,288 |
| Net cash used in operating activities | 434,796 | 287,734 | ' | ' | ' | ' | 3,256,778 |
| Accumulated deficit | $3,333,288 | ' | ' | $2,974,025 | ' | ' | $3,333,288 |
BUSINESS_ACQUISITIONS_Details
| BUSINESS ACQUISITIONS (Details) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||
| Jan. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | Apr. 30, 2012 | Feb. 28, 2012 | Jun. 30, 2013 | Jan. 31, 2014 | Jan. 02, 2014 | Jan. 31, 2014 | Jan. 02, 2014 | Jan. 31, 2014 | Jan. 02, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Jan. 02, 2014 | Mar. 31, 2014 | |
| Possible Incentive Grant 2014 [Member] | Possible Incentive Grant 2014 [Member] | Possible Incentive Grant 2015 [Member] | Possible Incentive Grant 2015 [Member] | Possible Incentive Grant 2016 [Member] | Possible Incentive Grant 2016 [Member] | Websites [Member] | Websites [Member] | Websites [Member] | Welcomehomeblog.com [Member] | |||||||
| Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Agreement term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '36 months | ' | ' | ' |
| Agreement end date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jan-17 | ' | ' | ' |
| Cash payment for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | $200,000 |
| Monthly fee payable to seller to maintain website | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,166.67 | ' | ' | ' |
| Stock options granted | 50,000 | 40,000 | 100,000 | 18,000 | 54,000 | 468,000 | 50,000 | ' | 50,000 | ' | 50,000 | ' | 50,000 | ' | ' | ' |
| Cash incentive payment | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | 50,000 | ' | 50,000 | ' | ' | ' | ' |
| Deferred compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | ' |
INVENTORIES_Details
| INVENTORIES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
| Inventory [Line Items] | ' | ' |
| Inventory Balance at March 31 | $412,887 | $303,318 |
| Product Inventory: Books [Member] | ' | ' |
| Inventory [Line Items] | ' | ' |
| Inventory Balance at March 31 | 1,363 | 1,383 |
| Product Inventory: Clocks & Watches [Member] | ' | ' |
| Inventory [Line Items] | ' | ' |
| Inventory Balance at March 31 | 409,485 | 300,210 |
| Product Inventory: Art [Member] | ' | ' |
| Inventory [Line Items] | ' | ' |
| Inventory Balance at March 31 | 885 | 885 |
| Product Inventory: Jewelry [Member] | ' | ' |
| Inventory [Line Items] | ' | ' |
| Inventory Balance at March 31 | 333 | 508 |
| Product Inventory: Other Inventory [Member] | ' | ' |
| Inventory [Line Items] | ' | ' |
| Inventory Balance at March 31 | $821 | $332 |
PROPERTY_AND_EQUIPMENT_Details
| PROPERTY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | 46 Months Ended | ||
| Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
| Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
| Total Fixed Assets | $61,237 | ' | $61,237 | $57,221 |
| Less: Accumulated Depreciation | -25,302 | ' | -25,302 | -22,722 |
| Total Fixed Assets, net | 35,935 | ' | 35,935 | 34,499 |
| Depreciation | 2,580 | 1,909 | 25,302 | ' |
| Computer Equipment [Member] | ' | ' | ' | ' |
| Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
| Total Fixed Assets | 35,917 | ' | 35,917 | 33,300 |
| Property and equipment, estimated useful life | '5 years | ' | ' | ' |
| Furniture and Fixtures [Member] | ' | ' | ' | ' |
| Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
| Total Fixed Assets | $25,320 | ' | $25,320 | $23,921 |
| Property and equipment, estimated useful life | '7 years | ' | ' | ' |
LONG_TERM_DEBT_TO_RELATED_PART2
| LONG TERM DEBT TO RELATED PARTIES AND PREMIUM FINANCE LOAN PAYABLE (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||||
| Dec. 31, 2013 | Mar. 31, 2014 | Oct. 06, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | 31-May-13 | Nov. 30, 2012 | Aug. 31, 2012 | Nov. 01, 2012 | Aug. 01, 2012 | 31-May-13 | Aug. 31, 2012 | Aug. 01, 2012 | 31-May-13 | Aug. 31, 2012 | Aug. 01, 2012 | |
| Corporate Error & Omission Insurance [Member] | Subsidiary Error & Omission Insurance [Member] | Director & Officer Insurance [Member] | Workers' Compensation Insurance [Member] | CEO [Member] | CEO [Member] | CEO [Member] | CEO [Member] | CEO [Member] | Shareholders [Member] | Shareholders [Member] | Shareholders [Member] | Other Shareholders [Member] | Other Shareholders [Member] | Other Shareholders [Member] | ||||
| Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Borrowed funds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 | $100,000 | ' | ' | $100,000 | ' | ' | $50,000 |
| Debt instrument interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | 10.00% | ' | ' | 10.00% |
| Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | 1-Nov-22 | 1-Aug-22 | ' | ' | ' | 1-Aug-22 | ' | ' | 1-Aug-22 | ' |
| Amount financed | ' | ' | 14,438 | 14,438 | 1,982 | 18,973 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Total insurance premiums | ' | ' | ' | 19,159 | 2,524 | 23,532 | 1,815 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Financing interest expense | ' | ' | ' | 435 | 84 | 674 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Monthly loan payments | ' | ' | ' | 1,604 | 220 | 2,108 | 424 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Debt instrument, term | ' | ' | ' | '9 months | '9 months | '9 months | '9 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Down payment | ' | ' | ' | ' | ' | ' | 545 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Debt balance amount | ' | ' | ' | 4,812 | 881 | 8,433 | 847 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Principal debt converted | 286,000 | ' | ' | ' | ' | ' | ' | 143,000 | ' | ' | ' | ' | 286,000 | ' | ' | 142,500 | ' | ' |
| Issuance of common stock for conversion of debt | 1,029,600 | ' | ' | ' | ' | ' | ' | 516,600 | ' | ' | ' | ' | 1,029,600 | ' | ' | 513,000 | ' | ' |
| Premium Finance Loan Payable | $26,974 | $14,973 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LONG_TERM_DEBT_TO_RELATED_PART3
| LONG TERM DEBT TO RELATED PARTIES AND PREMIUM FINANCE LOAN PAYABLE (Schedule of Notes Payable and Related Parties) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
| Chief Executive Officer [Member] | ' | ' |
| Debt Instrument [Line Items] | ' | ' |
| Current portion of debt | ' | ' |
| Long term debt | ' | ' |
| Shareholders [Member] | ' | ' |
| Debt Instrument [Line Items] | ' | ' |
| Current portion of debt | ' | ' |
| Long term debt | ' | ' |
INTANGIBLE_ASSETS_Details
| INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 46 Months Ended | ||
| Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
| INTANGIBLE ASSETS [Abstract] | ' | ' | ' | ' |
| Website Acquisition Assets | $342,944 | ' | $342,944 | $42,944 |
| Less: Accumulated Amortization | -21,381 | ' | -21,381 | ' |
| Total Website Acquisition Assets, net | 321,563 | ' | 321,563 | 42,944 |
| Amortization | $21,381 | ' | $21,381 | ' |
COMMITMENTS_AND_CONTINGENCIES_
| COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 1 Months Ended | 3 Months Ended | |||
| Sep. 30, 2013 | Jan. 31, 2011 | Mar. 31, 2014 | Mar. 31, 2013 | Jan. 03, 2011 | |
| sqft | sqft | ||||
| Commitments and Contingencies [Line Items] | ' | ' | ' | ' | ' |
| Area of real estate space | 1,017 | ' | ' | ' | 2,000 |
| Lease term | '39 months | '39 months | '0 years | ' | ' |
| Monthly base rent owed per operating lease agreement | ' | ' | ' | ' | $4,000 |
| Lease expiration date | 31-Dec-16 | 31-Mar-14 | 31-Dec-16 | ' | ' |
| Security deposit | 1,000 | ' | ' | ' | 3,700 |
| Rent expense | ' | ' | $17,830 | $9,752 | ' |
RELATED_PARTIES_Details
| RELATED PARTIES (Details) (USD $) | 1 Months Ended | 7 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | |||||
| Aug. 31, 2013 | 31-May-13 | Jul. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Mar. 31, 2014 | Dec. 31, 2012 | Apr. 30, 2014 | 2-May-14 | |
| Access Letter [Member] | Access Letter [Member] | Related Party Founder [Member] | Related Party [Member] | ||||||||
| Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Stock issued during period for cash, shares | ' | ' | 18,000,000 | ' | ' | ' | 7,128,000 | 594,000 | 2,214,000 | 200,000 | 500,000 |
| Stock issued during period for cash | ' | ' | $100,000 | $100,000 | ' | ' | $990,000 | $165,000 | $615,000 | $100,000 | $250,000 |
| Stock Issued During Period, Shares, Issued for Services | 10,000 | 27,000 | ' | ' | 514,000 | 72,000 | ' | 387,000 | ' | ' | ' |
SHAREHOLDERS_EQUITY_Preferred_
| SHAREHOLDERS' EQUITY (Preferred and Common Stock) (Narrative) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | 46 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
| Aug. 31, 2013 | Jun. 30, 2013 | 31-May-13 | Jul. 31, 2010 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Mar. 31, 2014 | Aug. 15, 2013 | Jun. 26, 2013 | Apr. 30, 2014 | 2-May-14 | Jan. 31, 2014 | Nov. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Nov. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 23, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 10, 2013 | Jun. 30, 2013 | Jun. 21, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2012 | |
| Related Party Founder [Member] | Related Party [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Transaction One [Member] | Transaction One [Member] | Transaction Two [Member] | Transaction Two [Member] | Private Placement Memorandum [Member] | Private Placement Memorandum [Member] | Private Placement Memorandum [Member] | Private Placement Memorandum [Member] | Access Letter [Member] | Access Letter [Member] | ||||||||||||||
| Related Party Founder [Member] | Related Party [Member] | Related Party [Member] | ||||||||||||||||||||||||||||||||||||
| Stockholders' Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred shares, shares authorized | ' | ' | ' | ' | 20,000,000 | ' | ' | 20,000,000 | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred shares, par value per share | ' | ' | ' | ' | $0.01 | ' | ' | $0.01 | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred Stock, dividend payment terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Holders of the Series A Stock shall be entitled to the payment of a 10% dividend payable in shares of the Corporation's Common Stock at a rate of one share of Common Stock for each ten shares of Series A Stock. | ' | ' | ' | ' | ' | ' | 'Holders of the Series B Stock shall be entitled to the payment of a 10% dividend payable in shares of the Corporation's Common Stock at a rate of one share of Common Stock for each ten shares of Series B Stock. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred Stock dividend rate | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Automatic conversion period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred stock dividend shares accrued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $34,629 | ' | $17,398 | ' | ' | ' | ' | $21,644 | ' | $3,836 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred stock dividends, shares issued | ' | ' | ' | ' | 21,234 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common shares, shares authorized | ' | ' | ' | ' | 324,000,000 | ' | ' | 324,000,000 | ' | ' | 324,000,000 | ' | 324,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Stock split, conversion ratio | ' | 1.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common stock issued for services ($.28/share), shares | 10,000 | ' | 27,000 | ' | ' | ' | ' | 514,000 | 72,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 850,000 | ' | ' | ' | ' | ' | 1,000,000 | 108,000 | ' | 9,000 | ' | ' | ' | ' | ' | 387,000 | ' |
| Common stock issued for services ($.28/share) | 2,778 | ' | ' | ' | ' | 50,000 | ' | 142,778 | 20,000 | ' | 162,778 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | 425,000 | ' | ' | ' | ' | ' | ' | 30,000 | ' | 2,500 | ' | ' | ' | ' | ' | 107,500 | ' |
| Common stock price per share | ' | ' | ' | $0.01 | ' | ' | ' | $0.28 | $0.28 | ' | ' | $0.28 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.28 | ' | $0.28 | ' | $0.14 | $0.14 | $0.28 | $0.28 | $0.28 |
| Stock issued during period for cash, shares | ' | ' | ' | 18,000,000 | ' | ' | ' | ' | ' | 7,128,000 | ' | ' | ' | 200,000 | 500,000 | ' | ' | 100,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | 2,435,400 | 1,440,000 | 5,688,000 | ' | 594,000 | 2,214,000 |
| Stock issued during period for cash | ' | ' | ' | 100,000 | ' | ' | 100,000 | ' | ' | 990,000 | ' | ' | ' | 100,000 | 250,000 | ' | ' | 50,000 | 750,000 | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | 676,500 | 200,000 | 790,000 | ' | 165,000 | 615,000 |
| Shares gifted by related party founder to family members and others | ' | ' | ' | 3,034,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Principal debt converted | ' | ' | ' | ' | ' | ' | ' | 286,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Issuance of common stock for conversion of debt | ' | ' | ' | ' | ' | ' | ' | 1,029,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Repurchase of common stock, shares | ' | ' | ' | ' | ' | ' | ' | 360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Repurchase of common stock, value | ' | ' | ' | ' | ' | ' | ' | 2,501 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Exercise of stock options, value | ' | ' | ' | ' | $25,000 | ' | ' | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Exercised | ' | ' | ' | ' | 50,000 | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Exercise price per share | ' | ' | ' | ' | $0.50 | ' | ' | $0.50 | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHAREHOLDERS_EQUITY_Stock_Ince
| SHAREHOLDERS' EQUITY (Stock Incentive Plan and Stock Option Grants to Employees and Directors) (Narrative) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||
| Jan. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2012 | Feb. 28, 2012 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 02, 2014 | Dec. 15, 2013 | Aug. 12, 2013 | Jul. 01, 2013 | Apr. 16, 2012 | Feb. 17, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 30, 2011 | Dec. 31, 2011 | Mar. 31, 2014 | Apr. 20, 2011 | Jan. 03, 2011 | Jan. 03, 2011 | Jan. 03, 2011 | Jan. 03, 2011 | Apr. 30, 2013 | Apr. 30, 2012 | Mar. 31, 2014 | |
| Vested December 15, 2013 [Member] | Vested December 15, 2014 [Member] | Vested December 15, 2015 [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2013 Plan [Member] | 2013 Plan [Member] | 2013 Plan [Member] | |||||||||||||||||||
| Exercisable January 3, 2012 [Member] | Exercisable January 3, 2013 [Member] | Exercisable January 3, 2014 [Member] | Exercisable January 3, 2015 [Member] | |||||||||||||||||||||||||||||
| Stockholders' Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Shares reserved for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | 900,000 | ' | ' |
| Shares remaining for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | 260,000 |
| Stock option expiration term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' |
| Maximum allowable annual shares granted to any individual | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180,000 | ' | ' | ' | ' | ' | ' | ' | 180,000 | ' | ' |
| Stock options granted | 50,000 | 40,000 | 100,000 | ' | 18,000 | 54,000 | ' | 468,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 720,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Options exercisable | ' | ' | ' | ' | ' | ' | 653,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180,000 | 180,000 | 180,000 | 180,000 | ' | ' | ' |
| Options exercisable, weighted-average exercise price | ' | ' | ' | ' | ' | ' | $0.17 | $0.28 | ' | ' | ' | ' | $0.50 | $0.50 | $0.50 | $0.36 | $0.28 | $0.28 | ' | ' | ' | ' | ' | ' | ' | $0.14 | $0.14 | $0.14 | $0.14 | ' | ' | ' |
| Number of shares scheduled to vest | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 10,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Fair value of options granted | $8,167 | $6,534 | $16,334 | $32,499 | $3,432 | $10,302 | ' | $89,236 | ' | ' | $13,734 | $68,880 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Fair value of options granted per option | $0.16 | $0.16 | $0.16 | ' | $0.19 | $0.19 | ' | $0.19 | ' | ' | $25,884 | $35,560 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Share based compensation expense | ' | ' | ' | ' | ' | ' | $25,762 | ' | $4,311 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | 79,546 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Unrecognized compensation cost, period for recognition | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Exercise of stock options, value | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHAREHOLDERS_EQUITY_Schedule_o
| SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||
| Mar. 31, 2014 | Dec. 31, 2013 | Jan. 02, 2014 | Dec. 15, 2013 | Aug. 12, 2013 | Jul. 01, 2013 | Jun. 30, 2013 | Apr. 16, 2012 | Feb. 17, 2012 | |
| Number of Options | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Balance Outstanding, Beginning | 1,420,000 | ' | ' | ' | ' | ' | ' | ' | ' |
| Granted | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
| Exercised | -50,000 | -20,000 | ' | ' | ' | ' | ' | ' | ' |
| Forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Expired | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Balance Outstanding, Ending | 1,470,000 | 1,420,000 | ' | ' | ' | ' | ' | ' | ' |
| Exercisable, Ending | 653,200 | ' | ' | ' | ' | ' | ' | ' | ' |
| Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Balance Outstanding, Beginning | $0.23 | ' | ' | ' | ' | ' | ' | ' | ' |
| Granted | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' |
| Exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Expired | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Balance Outstanding, Ending | $0.24 | $0.23 | ' | ' | ' | ' | ' | ' | ' |
| Exercisable, Ending | $0.17 | ' | $0.50 | $0.50 | $0.50 | $0.36 | $0.28 | $0.28 | $0.28 |
| Weighted Average Remaining Contractual Term | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Balance Outstanding | '8 years | '8 years 2 months 12 days | ' | ' | ' | ' | ' | ' | ' |
| Exercisable, Ending | '7 years 1 month 6 days | ' | ' | ' | ' | ' | ' | ' | ' |
| Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Outstanding Balance | $678,200 | $495,200 | ' | ' | ' | ' | ' | ' | ' |
| Exercisable, Ending | $220,843 | ' | ' | ' | ' | ' | ' | ' | ' |
CONCENTRATIONS_Details
| CONCENTRATIONS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
| Vendor A [Member] | Vendor B [Member] | Amazon [Member] | Ebay [Member] | |||
| Products purchased [Member] | Products purchased [Member] | Total sales [Member] | Total sales [Member] | |||
| CONCENTRATIONS [Abstract] | ' | ' | ' | ' | ' | ' |
| Cash balance insured by FDIC | $250,000 | ' | ' | ' | ' | ' |
| Cash balance uninsured | $112,137 | $716,847 | ' | ' | ' | ' |
| Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' |
| Concentration Risk, Percentage | ' | ' | 68.00% | 25.00% | 75.00% | 20.00% |
SUBSEQUENT_EVENTS_Details
| SUBSEQUENT EVENTS (Details) (USD $) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | 46 Months Ended | 1 Months Ended | ||||||||||||
| Aug. 31, 2013 | 31-May-13 | Jul. 31, 2010 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Mar. 31, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | 2-May-14 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | 2-May-14 | |
| Transaction One [Member] | Transaction Two [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||||||||
| Transaction One [Member] | Transaction Two [Member] | Transaction Three [Member] | Transaction Four [Member] | |||||||||||||||
| Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | $50,000 | $100,000 | $250,000 |
| Common stock issued for services, shares | 10,000 | 27,000 | ' | ' | ' | ' | 514,000 | 72,000 | ' | ' | 108,000 | 9,000 | ' | 25,000 | ' | ' | ' | ' |
| Common stock issued for services | 2,778 | ' | ' | ' | 50,000 | ' | 142,778 | 20,000 | ' | 162,778 | 30,000 | 2,500 | ' | 12,500 | ' | ' | ' | ' |
| Stock issued during period for cash | ' | ' | 100,000 | ' | ' | 100,000 | ' | ' | 990,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Stock issued during period for cash, shares | ' | ' | 18,000,000 | ' | ' | ' | ' | ' | 7,128,000 | ' | ' | ' | ' | ' | 200,000 | 100,000 | 200,000 | 500,000 |
| Shares Issued, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 |
| Cash payment for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,000 | ' | ' | ' | ' | ' |
| Management services and consulting fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13,000 | ' | ' | ' | ' | ' |