Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 12, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Entity Registrant Name | 'Bright Mountain Acquisition Corp | ' |
Entity Central Index Key | '0001568385 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 32,800,734 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash | $380,114 | $1,162,632 |
Accounts Receivable | 2,822 | 572 |
Prepaid Costs and Expenses | 40,833 | 42,201 |
Inventories | 651,157 | 303,318 |
Total Current Assets | 1,074,926 | 1,508,723 |
Fixed Assets, net | 35,844 | 34,499 |
Website Acquisition Assets, net | 519,183 | 42,944 |
Other Assets | 22,580 | 14,700 |
Total Assets | 1,652,533 | 1,600,866 |
Current liabilities | ' | ' |
Accounts payable | 208,684 | 182,867 |
Premium Finance Loan Payable | 15,465 | 26,974 |
Total Liabilities | 224,149 | 209,841 |
Commitments and contingencies (Note 8) | ' | ' |
Shareholders' equity | ' | ' |
Common stock, par value $.01, 324,000,000 shares authorized, 33,413,234 issued 33,053,234 outstanding, and 32,007,000 issued 31,647,000 outstanding, respectively | 334,132 | 320,070 |
Treasury Stock (360,000 shares) | -2,501 | -2,501 |
Additional paid-in-capital | 5,147,317 | 4,022,481 |
Accumulated Deficit | -4,083,564 | -2,974,025 |
Total shareholders' equity | 1,428,384 | 1,391,025 |
Total liabilities and shareholders' equity | 1,652,533 | 1,600,866 |
Series A, 2,000,000 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 |
Series C, 2,000,000 shares designated, 700,000 and 0 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 | $7,000 | ' |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
Series A, 2,000,000 shares designated, 1,600,000 and 1,500,000 shares issued and outstanding [Member] | Series A, 2,000,000 shares designated, 1,600,000 and 1,500,000 shares issued and outstanding [Member] | Series B, 1,000,000 shares designated, 1,000,000 and 1,000,000 shares issued and outstanding [Member] | Series B, 1,000,000 shares designated, 1,000,000 and 1,000,000 shares issued and outstanding [Member] | Series C, 2,000,000 shares designated, 700,000 and 0 shares issued and outstanding [Member] | Series C, 2,000,000 shares designated, 700,000 and 0 shares issued and outstanding [Member] | |||
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 | 2,000,000 | 2,000,000 | 1,000,000 | 1,000,000 | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 2,600,000 | 2,600,000 | 1,600,000 | 1,500,000 | 1,000,000 | 1,000,000 | 700,000 | 0 |
Preferred stock, shares outstanding | 1,500,000 | 1,500,000 | 1,600,000 | 1,500,000 | 1,000,000 | 1,000,000 | 700,000 | 0 |
Common shares, par value per share | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' |
Common shares, shares authorized | 324,000,000 | 324,000,000 | ' | ' | ' | ' | ' | ' |
Common shares, shares issued | 33,413,234 | 32,007,000 | ' | ' | ' | ' | ' | ' |
Common shares, shares outstanding | 33,053,234 | 31,647,000 | ' | ' | ' | ' | ' | ' |
Treasury stock, shares | 360,000 | 360,000 | ' | ' | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' |
Product Sales | $245,812 | $150,747 | $675,130 | $323,147 |
Advertising Revenue | 31,031 | 1,023 | 66,876 | 2,338 |
Total Revenue | 276,843 | 151,770 | 742,006 | 325,485 |
Cost of sales | 186,611 | 115,532 | 526,387 | 254,992 |
Gross profit | 90,232 | 36,238 | 215,619 | 70,493 |
Selling, general and administrative expenses | 435,204 | 295,024 | 1,325,199 | 1,049,893 |
Loss from operations | -344,972 | -258,786 | -1,109,580 | -979,400 |
Other income (expense) | ' | ' | ' | ' |
Interest income | 7 | 9 | 41 | 20 |
Interest expense | ' | ' | ' | -12,093 |
Total other income (expense), net | 7 | 9 | 41 | -12,073 |
Net Loss | -344,965 | -258,777 | -1,109,539 | -991,473 |
Preferred stock dividends | ' | ' | ' | ' |
Series A & Series B & Series C preferred | ' | ' | 10,617 | ' |
Total preferred stock dividends | ' | ' | 10,617 | ' |
Net loss attributable to common shareholders | ($344,965) | ($258,777) | ($1,120,156) | ($991,473) |
Basic and diluted net loss per share | ($0.01) | ($0.01) | ($0.03) | ($0.03) |
Weighted average shares outstanding - Basic and diluted | 33,053,785 | 31,622,055 | 32,474,590 | 29,555,904 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Shares [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | $1,391,025 | $25,000 | $320,070 | $4,022,481 | ($2,501) | ($2,974,025) |
Balance, shares at Dec. 31, 2013 | ' | 2,500,000 | 31,647,000 | ' | ' | ' |
Common stock issued for cash ($.50/share) pursuant to exercised stock option grant | 25,000 | ' | 500 | 24,500 | ' | ' |
Common stock issued for cash ($.50/share) pursuant to exercised stock option grant, shares | 50,000 | ' | 50,000 | ' | ' | ' |
Common stock issued for services ($.50/share) | 12,500 | ' | 250 | 12,250 | ' | ' |
Common stock issued for services ($.50/share), shares | ' | ' | 25,000 | ' | ' | ' |
Common stock issued for services ($.75/share) | 7,500 | ' | 100 | 7,400 | ' | ' |
Common stock issued for services ($.75/share), shares | ' | ' | 10,000 | ' | ' | ' |
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement | 650,000 | ' | 13,000 | 637,000 | ' | ' |
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement, shares | ' | ' | 1,300,000 | ' | ' | ' |
Sale of Series A preferred stock for cash ($.50/share) pursuant to Subscription Agreement | 50,000 | 1,000 | ' | 49,000 | ' | ' |
Sale of Series A preferred stock for cash ($.50/share) pursuant to Subscription Agreement, shares | ' | 100,000 | ' | ' | ' | ' |
Sale of Series C preferred stock for cash ($.50/share) pursuant to Subscription Agreement | 350,000 | 7,000 | ' | 343,000 | ' | ' |
Sale of Series C preferred stock for cash ($.50/share) pursuant to Subscription Agreement, shares | ' | 700,000 | ' | ' | ' | ' |
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 | ' | ' | ' |
Stock option compensation expense | 51,898 | ' | ' | 51,898 | ' | ' |
Net loss | -1,109,539 | ' | ' | ' | ' | -1,109,539 |
Balance at Sep. 30, 2014 | $1,428,384 | $33,000 | $334,132 | $5,147,317 | ($2,501) | ($4,083,564) |
Balance, shares at Sep. 30, 2014 | ' | 3,300,000 | 33,053,234 | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (Parenthetical) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
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 |
Debt conversion, price per share | $0.50 |
Preferred Stock dividend rate | 10.00% |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net Loss | ($1,109,539) | ($991,473) |
Adjustments to reconcile net loss to net cash used in operations: | ' | ' |
Depreciation | 8,220 | 5,945 |
Amortization | 95,761 | ' |
Stock option compensation expense | 51,898 | 30,616 |
Common stock issued for services | 20,000 | 145,000 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -2,250 | ' |
Inventory | -347,839 | -189,721 |
Prepaid costs and expenses | 1,368 | -3,382 |
Other assets | -7,880 | -18,944 |
Accounts payable | 25,818 | 94,349 |
Accrued expenses | ' | -20,134 |
Net cash used in operating activities | -1,264,443 | -947,744 |
Cash flows from investing activities: | ' | ' |
Purchase of fixed assets | -9,566 | -7,853 |
Purchase of websites | -572,000 | ' |
Net cash used in investing activities | -581,566 | -7,853 |
Cash flows from financing activities: | ' | ' |
Sale of common stock | 675,000 | 841,500 |
Sale of Preferred stock | 400,000 | ' |
Repurchase of common stock | ' | -2,501 |
Payments on premium finance loan | -11,509 | -14,738 |
Principal repayments-LT debt from related parties | ' | -7,305 |
Net cash provided by financing activities | 1,063,491 | 816,956 |
Net decrease in cash | -782,518 | -138,641 |
Cash at beginning of period | 1,162,632 | 336,684 |
Cash at end of period | 380,114 | 198,043 |
Supplemental Disclosure of Cash Flow Information | ' | ' |
Cash paid for Interest | ' | 12,093 |
Cash paid for Income Taxes | ' | ' |
Non-Cash Investing and financing activities | ' | ' |
Premium finance loan payable recorded as prepaid | ' | 19,289 |
Conversion of related party notes to common stock | ' | $286,000 |
NATURE_OF_OPERATIONS_AND_SUMMA
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |
Sep. 30, 2014 | ||
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT 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 Acquisition Corporation, formerly known as Bright Mountain Holdings, Inc., (“BMAQ” 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 primarily to veterans and public safety audiences. | ||
Our websites contain a number of sections with a vast amount of mission group oriented information including originally written news content, blogs, forums, career information, and video. Bright Mountain Acquisition Corporation's websites are: | ||
• | Bootcamp4me.com; | |
• | Bootcamp4me.org; | |
• | Brightwatches.com; | |
• | Coastguardnews.com | |
• | Fdcareers.com; | |
• | Fireaffairs.com; | |
• | Gopoliceblotter.com; | |
• | Leoaffairs.com; | |
• | PopularMilitary.com; | |
• | Teacheraffairs.com; | |
• | Thebravestonline.com; | |
• | Thebright.com; | |
• | Wardocumentaryfilms.com; | |
• | Welcomehomeblog.com; and | |
• | 360fire.com | |
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 nine months ended September 30, 2014, and the financial position as of September 30, 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. | ||
Principles of Consolidation | ||
The interim unaudited condensed consolidated financial statements include the accounts of the Company 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. | ||
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, estimates of depreciation period for fixed 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 from 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. | |
• | Subscription revenues are generated by the sale of access to career postings on one of our websites. The term of the subscriptions range from one month to twelve months. Revenues are recognized on a net basis, over the term of the subscription period. All sales are final per the subscription Terms of Use. | |
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 ASC 350-50, “Website Development Costs”. 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 September 30, 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 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 nine months ended September 30, 2014 and the nine months ended September 30, 2013, advertising, marketing and promotion expense was $83,069 and $41,758 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 September 30, 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 September 30, 2014 and 2013 there were approximately 1,500,000 and 1,360,000 common stock equivalent shares outstanding as stock options, respectively and 3,300,000 and 0 common stock equivalents from the conversion of preferred stock, respectively. Equivalent shares were not utilized as the effect is anti-dilutive. | ||
Risk and Uncertainty | ||
In accordance with the provisions of ASC 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810 Consolidation”, the Company is required to report significant risk and uncertainties that could significantly affect the amounts reported in the financial statements in the near term. The Company is required to disclose risks and uncertainty existing in the areas of (1) nature of operations, (2) use of estimates in the preparation of financial statements, (3) significant estimates, and (4) current vulnerability due to concentrations. The required disclosures are placed in diverse parts of these financial statements and notes. | ||
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 reportable operating segments as of September 30, 2014 and 2013. | ||
Recent Accounting Pronouncements | ||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company's current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity—which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods within that reporting period. We have elected to adopt the provisions of this ASU early, accordingly all of the past disclosures, prior to June 30, 2014 reporting period and presentations on development stage accounting have been eliminated. | ||
We have evaluated all other recent accounting pronouncements, which are not expected to have a material impact on the financial statements upon adoption. |
GOING_CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2014 | |
GOING CONCERN [Abstract] | ' |
GOING CONCERN | ' |
NOTE 2 - GOING CONCERN | |
The accompanying condensed 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 attributable to common shareholders of $1,120,156 and used cash in operating activities of $1,264,443 for the nine months ended September 30, 2014. The Company had an accumulated deficit of $4,083,564 at September 30, 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 condensed 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 | 9 Months Ended |
Sep. 30, 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 $4,167 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 September 30, 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. | |
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. | |
On May 2, 2014, the Company entered into a Website Asset Purchase and Management Agreement to acquire FDcareers.com for $52,000. The payment terms were $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. 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. | |
On July 1, 2014, the Company entered into a Website Asset Purchase and Management Agreement to acquire PopularMilitary.com on July 1, 2014. The Company purchased PopularMilitary.com for $100,000. The payment terms was $100,000 payable on July 1, 2014 for the website. 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. | |
On September 15, 2014, the Company entered into a Website and Product Business Asset Purchase Agreement to acquire LEWTFM.com, LEWTFM.3dcartstores.com, and Police Blotter and its related Product Business for $120,000 at closing. The purchase of the Product Business does not include any manufacturing equipment, inventory, cash, or accounts receivable. 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. Additionally, the Company agreed to pay $1,000 per month, beginning October 15, 2014 and continuing monthly for 30 months, ending March 15, 2017 for consulting services. | |
INVENTORIES
INVENTORIES | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
INVENTORIES [Abstract] | ' | |||||||||||||||||
INVENTORIES | ' | |||||||||||||||||
NOTE 4 – INVENTORIES | ||||||||||||||||||
At September 30, 2014 and December 31, 2013 inventories consisted of the following: | ||||||||||||||||||
September 30, | December 31, | |||||||||||||||||
2014 | 2013 | |||||||||||||||||
Product Inventory: Books | $ | 591 | $ | 1,383 | ||||||||||||||
Product Inventory: Clocks & Watches | 648,520 | 300,210 | ||||||||||||||||
Product Inventory: Art | 885 | 885 | ||||||||||||||||
Product Inventory: Jewelry | 323 | 508 | ||||||||||||||||
Product Inventory: Other Inventory | 838 | 332 | ||||||||||||||||
Total Inventory Balance | $ | 651,157 | $ | 303,318 | ||||||||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||||||
NOTE 5 – PROPERTY AND EQUIPMENT | |||||||||||||
At September 30, 2014 and December 31, 2013 property and equipment consists of the following: | |||||||||||||
September 30, | December 31, | Depreciable | |||||||||||
Life | |||||||||||||
2014 | 2013 | (Years) | |||||||||||
Furniture & Fixtures | $ | 26,762 | $ | 23,921 | 7 | ||||||||
Computer Equipment | 40,024 | 33,300 | 5 | ||||||||||
Total Fixed Assets | 66,786 | 57,221 | |||||||||||
Less: Accumulated Depreciation | -30,942 | -22,722 | |||||||||||
Total Fixed Assets, net | $ | 35,844 | $ | 34,499 | |||||||||
Depreciation expense was $8,220 and $5,945 for the nine months ended September 30, 2014 and September 30, 2013, respectively. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
INTANGIBLE ASSETS [Abstract] | ' | ||||||||
INTANGIBLE ASSETS | ' | ||||||||
NOTE 6 – INTANGIBLE ASSETS | |||||||||
Website acquisition assets at September 30, 2014 and December 31, 2013, consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Website Acquisition Assets | $ | 614,944 | $ | 42,944 | |||||
Less: Accumulated Amortization | -95,761 | - | |||||||
Total Website Acquisition Assets, net | $ | 519,183 | $ | 42,944 | |||||
Amortization expense was $95,761 and $0 for the nine months ended September 30, 2014 and September 30, 2013, respectively. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 September 30, 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 corporate offices at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 under a long-term non-cancellable lease agreement, which contains renewal options. The lease, which was entered into on August 25, 2014, is for approximately 2,014 square feet for a term of 36 months in Boca Raton, Florida at a base rent of approximately $3,944 per month for the first twelve months with a 3% escalation each year. No additional security deposit was required. Rent is all-inclusive and includes electricity, heat, air-conditioning, and water. The rent commencement date is October 11, 2014 and will expire on October 10, 2017. | |
The Company's prior lease for Suite 2250 expired March 31, 2014. | |
The Company leases retail space for its product sales division at 4900 Linton Boulevard, Bay 17A, Delray Beach, FL 33445 under a long-term, non-cancellable lease agreement, which contains renewal options. The lease, which was entered into on August 25, 2014, is for approximately 2,150 square feet for a term of 36 months in Delray Beach, Florida at a base rent of approximately $2,329 per month for the first twelve months with a 3% escalation each year. A security deposit of $3,865, first month's prepaid rent of $3,865, and last month's prepaid rent of $4,015 was paid upon lease execution. The lease is a triple net lease. Common area maintenance is approximately $1,317 per month for the first twelve months with annual escalations not to exceed 4%. The rent commencement date is October 1, 2014. | |
Future anticipated minimum lease payments total approximately $24,023 for the remainder of 2014. | |
Rent expense for the nine months ended September 30, 2014 and 2013 was $53,490 and $34,901 respectively. | |
Other Commitments | |
The Company entered into various contracts or agreements in the normal course of business, which may contain commitments. During the nine months ended September 30, 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. | |
The Company entered into an Executive Employment Agreement with our Chief Executive Officer, with an effective date of June 1, 2014. Under the terms of this agreement, the Company will compensate the Chief Executive Officer with a base salary of $75,000 annually, and he is entitled to receive discretionary bonuses as may be awarded by the Company's Board of Directors from time to time. The initial term of the agreement is three years, and the Company may extend it for an additional one-year period upon written notice at least 180 days prior to the expiration of the term. | |
The agreement will terminate upon the Chief Executive Officer's death or disability. In the event of a termination upon his death, the Company is obligated to pay his beneficiary or estate an amount equal to one year base salary plus any earned bonus at the time of his death. In the event the agreement is terminated as a result of his disability, as defined in the agreement, he is entitled to continue to receive his base salary for a period of one year. The Company is also entitled to terminate the agreement either with or without case, and the Chief Executive Officer is entitled to voluntarily terminate the agreement upon one year's notice to the Company. In the event of a termination by the Company for cause, as defined in the agreement, or voluntarily by the Chief Executive Officer, the Company is obligated to pay him the base salary through the date of termination. In the event the Company terminates the agreement without cause, the Company is obligated to give him one years' notice of the Company's intent to terminate and, at the end of the one year period, pay an amount equal to two times his annual base salary together with any bonuses which may have been earned as of the date of termination. A constructive termination of the agreement will also occur if the Company materially breaches any term of the agreement or if a successor company to Bright Mountain Acquisition Corporation fails to assume the Company's obligations under the employment agreement. In that event, the Chief Executive Officer will be entitled to the same compensation as if the Company terminated the agreement without cause. | |
The employment agreement contains customary non-compete and confidentiality provisions. The Company also agreed to indemnify the Chief Executive Officer pursuant to the provisions of the Company's Amended and Restated Articles of Incorporation and Restated By-laws. | |
On September 15, 2014, the Company entered into a 12-month Investor Relations Consulting Agreement. Compensation for services is $5,000 per month and the Company agreed to issue up to 150,000 shares of the Corporation's common stock for services over the 12-month period to be issued as follows: 37,500 shares to be issued on October, 15, 2014; 37,500 shares to be issued on February 15, 2015; 37,500 shares to be issued on April 15, 2015; and 37,500 shares to be issued on June 15, 2015. The agreement may be canceled on 60-days written notice with no further payment obligation. |
RELATED_PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2014 | |
RELATED PARTIES [Abstract] | ' |
RELATED PARTIES | ' |
NOTE 9 – RELATED PARTIES | |
During the nine months ended September 30, 2014, a related party founder purchased 400,000 shares of the Company's common shares for $200,000. | |
During the nine months ended September 30, 2014, a related party purchased 500,000 shares of the Company's common shares for $250,000. | |
During the nine months ended September 30, 2014, a related party founder purchased 200,000 shares of the Company's Series C shares for $100,000. | |
During the nine months ended September 30, 2014, a related party purchased 500,000 shares of the Company's Series C shares for $250,000. |
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended | ||||||||||||||||
Sep. 30, 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 as dividends on the Series A Stock. On January 10, 2014, the Company issued 17,398 shares of common stock due Series A Stockholders. As of September 30, 2014, there were 113,973 shares of common stock dividends owed but not due until the tenth business day of January 2015 to the Series A Stockholders as dividends on the Series A Stock. | |||||||||||||||||
During the nine months ended September 30, 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 owed and due to the Series B stockholders as dividends on the Series B Stock. On January 10, 2014, the Company issued 3,836 shares of common stock due Series B Stockholder. As of September 30, 2014, there were 71,234 shares of common stock owed but not due until the tenth business day of January 2015 to the Series B Stockholder as dividends on the Series B Stock. | |||||||||||||||||
At a meeting of the Board of Directors, held on September 22, 2014, the directors approved the designation of two million (2,000,000) shares of the Preferred Stock as 10% Series C Convertible Preferred Stock (“Series C Stock”) and authorized the issuance of the Series C Stock. Holders of the Series C 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 C Stock. Dividends shall be payable annually the tenth business day of January. Each holder of Series C Stock may convert all or part of the Series C Stock into shares of common stock on a share for share basis. Series C Stock shall rank superior to all common stock upon liquidation. Each share of Series C Stock shall automatically convert to common shares five years from the date of issuance or upon change in control. As of September 30, 2014, there were 1,014 shares of common stock owed but not due until the tenth business day of January 2015 to the Series C Stockholder as dividends on the Series C Stock. | |||||||||||||||||
During the nine months ended September 30, 2014, the Company raised additional capital of $350,000 through issuance of 700,000 shares of its Series C Stock pursuant to the same private placement. | |||||||||||||||||
Series A,B and C Stock are also subject to adjustment of the conversion terms due to future mergers, sales and stock splits, if any. | |||||||||||||||||
Common Stock | |||||||||||||||||
A) | Stock Issued for cash | ||||||||||||||||
The Company has authorized 324,000,000 shares of common stock with a par value of $0.01. | |||||||||||||||||
During the nine months ended September 30, 2014, the Company issued 50,000 shares of its common stock in connection with the exercise of a stock option granted to an outside consultant and received $25,000 based on the exercise price of $0.50 per common share. | |||||||||||||||||
During the nine months ended September 30, 2014, the Company raised additional capital through issuance of common stock pursuant to a private placement whereby $650,000 in capital was raised through the issuance of 1,300,000 shares of common stock at $0.50 per share. | |||||||||||||||||
B) | Stock issued for services | ||||||||||||||||
On April 21, 2014, the Company issued to an attorney 25,000 shares of the Company's common stock at $0.50 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. | |||||||||||||||||
On September 23, 2014, the Company issued to a consultant 10,000 shares of the Company's common stock at $0.75 per share, or $7,500, for services rendered. The Company valued these common shares based on the price recent investors paid for common shares in the OTCQB market. | |||||||||||||||||
C) | Stock issued for dividends | ||||||||||||||||
During the nine months ended September 30, 2014, the Company issued 21,234 shares of its common stock as dividends to the holders of its Series A Stock and Series B Stock only. Holders of the Series A Series B and Series C Stock are 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 for each ten shares of Series A Series B or Series C Stock. Dividends shall be payable annually the tenth business day of January. Holders of Series C Stock are entitled to payment of 10% dividend payable in shares of the Company's common stock on the tenth business day of January commencing in 2015. | |||||||||||||||||
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.During the three months ended September 30, 2014 81,000 shares of common stock under the 2011 Plan were forfeited. As of September 30, 2014, 81,000 shares were remaining under the 2011 Plan for future issuance. | |||||||||||||||||
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. During the three months ended September 30, 2014, 54,000 shares of common stock under the 2013 Plan were forfeited. As of September 30, 2014, 149,000 shares were remaining under the 2013 Plan for future issuance. | |||||||||||||||||
On January 2, 2014 the Company granted 50,000 ten-year stock 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. | |||||||||||||||||
On August 22, 2014 the Company granted 25,000 ten-year stock options, which have an exercise price of $0.50 per share to a consultant. All 25,000 stock options vested on August 22, 2014. The aggregate fair value on these options was computed at $8,580 or $0.3432 per option. | |||||||||||||||||
On September 3, 2014 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 September 2015 to a director. The aggregate fair value of these options was computed at $13,728 or $0.3432 per option. | |||||||||||||||||
On September 17, 2014 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 October 2014 to an employee. The aggregate fair value of these options was computed at $34,320 or $0.3432 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 believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors, which is subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognized share-based compensation expense on a straight-line basis over the requisite service period for each award. | |||||||||||||||||
The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted during the nine months ended September 30, 2014: | |||||||||||||||||
Assumptions: | |||||||||||||||||
Expected term (years) | 6.25 | ||||||||||||||||
Expected volatility | 80 | % | |||||||||||||||
Risk-free interest rate | 0.38% | % | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
Expected forfeiture rate | 0 | % | |||||||||||||||
The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on an average of similar public companies historical volatility, as the Company does not currently trade on the open market. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. | |||||||||||||||||
The Company recorded $51,898 and $30,616 stock option expense for the nine months ended September 30, 2014 and September 30, 2013 respectively in connection with all options. | |||||||||||||||||
As of September 30, 2014 there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $109,041 to be recognized through September 2018. | |||||||||||||||||
A summary of the Company's stock option activity during the nine months ended September 30, 2014 is presented below: | |||||||||||||||||
Number of | Weighted | Weighted Average | Aggregate | ||||||||||||||
Options | Average | Remaining | Intrinsic | ||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Price | Term | ||||||||||||||||
Balance Outstanding, December 31, 2013 | 1,420,000 | $ | 0.23 | 8.2 | $ | 495,200 | |||||||||||
Granted | 265,000 | 0.5 | - | - | |||||||||||||
Exercised | -50,000 | 0.5 | - | - | |||||||||||||
Forfeited | -135,000 | - | - | - | |||||||||||||
Expired | - | - | - | - | |||||||||||||
Balance Outstanding, September 30, 2014 | 1,500,000 | $ | 0.27 | 6.9 | $ | 339,984 | |||||||||||
Exercisable at September 30, 2014 | 800,600 | $ | 0.19 | 6.9 | $ | 248,040 | |||||||||||
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2014, these two vendors accounted for 47% and 33%, 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 nine months ended September 30, 2014, these two portals accounted for 85% and 14%, respectively of our total product 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. The Company established an 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 September 30, 2014 and December 31, 2013, respectively, the Company had cash balances above the FDIC insured limit of $65,377 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 nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 2014 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 12 – SUBSEQUENT EVENTS | |
On October 1, 2014, the Company authorized the issuance to a consultant the equivalent of $7,500 in shares of the Company's common stock per calendar quarter for social media related services. On October 10, 2014, the Company issued to a consultant 10,000 shares of the Company's common stock at $0.75 per share, or $7,500 for social media related services. The Company valued these common shares based on the most recently traded price paid by investors in the OTCQB market as of the date of issuance. | |
On October 15, 2014, the Company issued to a consultant 37,500 shares of the Company's common stock at $0.75 per share, or $28,125 for services rendered pursuant to the Investor Relations Consulting Agreement entered into by the Company of September 15, 2014. The Company valued these common shares based on the most recently traded price paid by investors in the OTCQB market as of the date of issuance. | |
On October 15, 2014 the Company granted 40,000 ten-year stock options, which have an exercise price of $0.78 per share and cliff vest annually over four years starting in October 2015 to a director. The aggregate fair value of these options was computed at $12,256 or $0.3064 per option. | |
The Company entered into a premium finance agreement on October 30, 2014 with Flat Iron Capital for (1) the Company's Director's and Officer's (D & O) insurance coverage for the period October 31, 2014 through October 30, 2015, (2) a six-year tail policy for the Company's Director's and Officer's (D & O) insurance coverage which terminated on October 31, 2014, and (3) the Employment Practices Liability insurance coverage for the period October 31, 2014 through October 30, 2015. The Company financed $48,172 (including interest of $1,615) from Flat Iron Capital. The terms of the loan are nine equal payments of $5,352 per month beginning November 30, 2014. | |
On October 31, 2014 the Company raised additional capital through issuance of its common stock pursuant to a private placement whereby $30,000 in capital was raised through the issuance of 60,000 shares of common stock at $.50 per share to a related party founder. |
NATURE_OF_OPERATIONS_AND_SUMMA1
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended | |
Sep. 30, 2014 | ||
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | |
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 nine months ended September 30, 2014, and the financial position as of September 30, 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. | ||
Principles of Consolidation | ' | |
Principles of Consolidation | ||
The interim unaudited condensed consolidated financial statements include the accounts of the Company 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. | ||
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, estimates of depreciation period for fixed 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 | ||
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. | ||
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 | ' | |
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 | ' | |
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 from 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. | |
• | Subscription revenues are generated by the sale of access to career postings on one of our websites. The term of the subscriptions range from one month to twelve months. Revenues are recognized on a net basis, over the term of the subscription period. All sales are final per the subscription Terms of Use. | |
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. | ||
Product 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. | ||
Property and Equipment | ' | |
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 | ' | |
Website Development Costs | ||
The Company accounts for its website development costs in accordance with ASC 350-50, “Website Development Costs”. 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 September 30, 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 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 | ' | |
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 nine months ended September 30, 2014 and the nine months ended September 30, 2013, advertising, marketing and promotion expense was $83,069 and $41,758 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 September 30, 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 September 30, 2014 and 2013 there were approximately 1,500,000 and 1,360,000 common stock equivalent shares outstanding as stock options, respectively and 3,300,000 and 0 common stock equivalents from the conversion of preferred stock, respectively. Equivalent shares were not utilized as the effect is anti-dilutive. | ||
Risk and Uncertainty | ' | |
Risk and Uncertainty | ||
In accordance with the provisions of ASC 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810 Consolidation”, the Company is required to report significant risk and uncertainties that could significantly affect the amounts reported in the financial statements in the near term. The Company is required to disclose risks and uncertainty existing in the areas of (1) nature of operations, (2) use of estimates in the preparation of financial statements, (3) significant estimates, and (4) current vulnerability due to concentrations. The required disclosures are placed in diverse parts of these financial statements and notes. | ||
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 reportable operating segments as of September 30, 2014 and 2013. | ||
Recent Accounting Pronouncements | ' | |
Recent Accounting Pronouncements | ||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company's current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity—which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods within that reporting period. We have elected to adopt the provisions of this ASU early, accordingly all of the past disclosures, prior to June 30, 2014 reporting period and presentations on development stage accounting have been eliminated. | ||
We have evaluated all other recent accounting pronouncements, which are not expected to have a material impact on the financial statements upon adoption. |
INVENTORIES_Tables
INVENTORIES (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
INVENTORIES [Abstract] | ' | |||||||||||||||||
Schedule of Inventories | ' | |||||||||||||||||
At September 30, 2014 and December 31, 2013 inventories consisted of the following: | ||||||||||||||||||
September 30, | December 31, | |||||||||||||||||
2014 | 2013 | |||||||||||||||||
Product Inventory: Books | $ | 591 | $ | 1,383 | ||||||||||||||
Product Inventory: Clocks & Watches | 648,520 | 300,210 | ||||||||||||||||
Product Inventory: Art | 885 | 885 | ||||||||||||||||
Product Inventory: Jewelry | 323 | 508 | ||||||||||||||||
Product Inventory: Other Inventory | 838 | 332 | ||||||||||||||||
Total Inventory Balance | $ | 651,157 | $ | 303,318 | ||||||||||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||||||
Schedule of Property and Equipment | ' | ||||||||||||
At September 30, 2014 and December 31, 2013 property and equipment consists of the following: | |||||||||||||
September 30, | December 31, | Depreciable | |||||||||||
Life | |||||||||||||
2014 | 2013 | (Years) | |||||||||||
Furniture & Fixtures | $ | 26,762 | $ | 23,921 | 7 | ||||||||
Computer Equipment | 40,024 | 33,300 | 5 | ||||||||||
Total Fixed Assets | 66,786 | 57,221 | |||||||||||
Less: Accumulated Depreciation | -30,942 | -22,722 | |||||||||||
Total Fixed Assets, net | $ | 35,844 | $ | 34,499 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
INTANGIBLE ASSETS [Abstract] | ' | ||||||||
Schedule of Intangible Assets | ' | ||||||||
Website acquisition assets at September 30, 2014 and December 31, 2013, consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Website Acquisition Assets | $ | 614,944 | $ | 42,944 | |||||
Less: Accumulated Amortization | -95,761 | - | |||||||
Total Website Acquisition Assets, net | $ | 519,183 | $ | 42,944 |
SHAREHOLDERS_EQUITY_Tables
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
SHAREHOLDERS' EQUITY [Abstract] | ' | ||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
A summary of the Company's stock option activity during the nine months ended September 30, 2014 is presented below: | |||||||||||||||||
Number of | Weighted | Weighted Average | Aggregate | ||||||||||||||
Options | Average | Remaining | Intrinsic | ||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Price | Term | ||||||||||||||||
Balance Outstanding, December 31, 2013 | 1,420,000 | $ | 0.23 | 8.2 | $ | 495,200 | |||||||||||
Granted | 265,000 | 0.5 | - | - | |||||||||||||
Exercised | -50,000 | 0.5 | - | - | |||||||||||||
Forfeited | -135,000 | - | - | - | |||||||||||||
Expired | - | - | - | - | |||||||||||||
Balance Outstanding, September 30, 2014 | 1,500,000 | $ | 0.27 | 6.9 | $ | 339,984 | |||||||||||
Exercisable at September 30, 2014 | 800,600 | $ | 0.19 | 6.9 | $ | 248,040 | |||||||||||
Summary of the assumptions utilized to record compensation expense for stock options granted | ' | ||||||||||||||||
The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted during the nine months ended September 30, 2014: | |||||||||||||||||
Assumptions: | |||||||||||||||||
Expected term (years) | 6.25 | ||||||||||||||||
Expected volatility | 80 | % | |||||||||||||||
Risk-free interest rate | 0.38% | % | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
Expected forfeiture rate | 0 | % |
NATURE_OF_OPERATIONS_AND_SUMMA2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue Recognition | ' | ' |
Term of the subscriptions, minimum | '1 month | ' |
Term of the subscriptions, maximum | '12 months | ' |
Property and equipment, capitalization threshold | $500 | ' |
Advertising, marketing and promotion expense | $83,069 | $41,758 |
Internal Revenue Service (IRS) [Member] | Minimum [Member] | ' | ' |
Income Tax Examination [Line Items] | ' | ' |
Years under examination | '2010 | ' |
Internal Revenue Service (IRS) [Member] | Maximum [Member] | ' | ' |
Income Tax Examination [Line Items] | ' | ' |
Years under examination | '2013 | ' |
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 | 1,500,000 | 1,360,000 |
Convertible Preferred Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Common stock equivalent shares | 3,300,000 | ' |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
GOING CONCERN [Abstract] | ' | ' | ' | ' | ' |
Net loss attributable to common shareholders | $344,965 | $258,777 | $1,120,156 | $991,473 | ' |
Net cash used in operating activities | ' | ' | 1,264,443 | 947,744 | ' |
Accumulated deficit | $4,083,564 | ' | $4,083,564 | ' | $2,974,025 |
BUSINESS_ACQUISITIONS_Details
BUSINESS ACQUISITIONS (Details) (USD $) | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||
Jan. 31, 2014 | Jan. 02, 2014 | Jan. 31, 2014 | Jan. 02, 2014 | Jan. 31, 2014 | Jan. 02, 2014 | Jan. 31, 2014 | Sep. 30, 2014 | Jan. 02, 2014 | Mar. 31, 2014 | Jul. 31, 2014 | 31-May-14 | Sep. 30, 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] | PopularMilitary.com [Member] | FDcareers.com [Member] | LEWTFM.com, LEWTFM.3dcartstores.com, and Police Blotter [Member] | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement term | ' | ' | ' | ' | ' | ' | '36 months | ' | ' | ' | ' | ' | '30 months |
Agreement end date | ' | ' | ' | ' | ' | ' | 1-Jan-17 | ' | ' | ' | ' | ' | ' |
Cash payment for acquisition | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | $200,000 | $100,000 | $52,000 | $120,000 |
Monthly fee payable for management services and consulting fees for the Seller's maintenance of the Website for the month of May 2014 and for training during the months of June and July 2014 | ' | ' | ' | ' | ' | ' | 4,167 | ' | ' | ' | ' | 13,000 | 1,000 |
Stock options granted | 50,000 | ' | 50,000 | ' | 50,000 | ' | 50,000 | ' | ' | ' | ' | ' | ' |
Cash incentive payment | ' | 50,000 | ' | 50,000 | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' |
Deferred compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ' | ' |
Inventory Balance | $651,157 | $303,318 |
Product Inventory: Books [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Inventory Balance | 591 | 1,383 |
Product Inventory: Clocks & Watches [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Inventory Balance | 648,520 | 300,210 |
Product Inventory: Art [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Inventory Balance | 885 | 885 |
Product Inventory: Jewelry [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Inventory Balance | 323 | 508 |
Product Inventory: Other Inventory [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Inventory Balance | $838 | $332 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total Fixed Assets | $66,786 | ' | $57,221 |
Less: Accumulated Depreciation | -30,942 | ' | -22,722 |
Total Fixed Assets, net | 35,844 | ' | 34,499 |
Depreciation | 8,220 | 5,945 | ' |
Computer Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total Fixed Assets | 40,024 | ' | 33,300 |
Property and equipment, estimated useful life | '5 years | ' | ' |
Furniture and Fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total Fixed Assets | $26,762 | ' | $23,921 |
Property and equipment, estimated useful life | '7 years | ' | ' |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
INTANGIBLE ASSETS [Abstract] | ' | ' | ' |
Website Acquisition Assets | $614,944 | ' | $42,944 |
Less: Accumulated Amortization | -95,761 | ' | ' |
Total Website Acquisition Assets, net | 519,183 | ' | 42,944 |
Amortization | $95,761 | ' | ' |
PREMIUM_FINANCE_LOAN_PAYABLE_D
PREMIUM FINANCE LOAN PAYABLE (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
PREMIUM FINANCE LOAN PAYABLE | ' | ' |
Premium Finance Loan Payable | $15,465 | $26,974 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 0 Months Ended | 9 Months Ended | 1 Months Ended | ||||
Sep. 15, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Chief Executive Officer [Member] | 6400 Congress Avenue, Suite 2050, Boca Raton, Florida Property [Member] | 6400 Congress Avenue, Suite 2050, Boca Raton, Florida Property [Member] | 4900 Linton Boulevard, Bay 17A, Delray Beach, FL Property [Member] | ||||
Executive Employment Agreement [Member] | sqft | sqft | sqft | ||||
Operating Leased Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Area of real estate space | ' | ' | ' | ' | 2,014 | 2,014 | 2,150 |
Lease terms | ' | ' | ' | ' | ' | '36 months | '36 months |
Monthly base rent owed per operating lease agreement | ' | ' | ' | ' | $3,944 | $3,944 | $2,329 |
Period of monthly base rent | ' | ' | ' | ' | ' | '12 months | '12 months |
Percentage of escalation in monthly base rent | ' | ' | ' | ' | 3.00% | 3.00% | 3.00% |
Lease inception date | ' | ' | ' | ' | ' | 25-Aug-14 | 25-Aug-14 |
Lease expiration date | ' | ' | ' | ' | 31-Oct-17 | ' | ' |
Security deposit | ' | ' | ' | ' | ' | ' | 3,865 |
First month''s prepaid rent | ' | ' | ' | ' | ' | ' | 3,865 |
Last month's prepaid rent | ' | ' | ' | ' | ' | ' | 4,015 |
Monthly common area maintenance | ' | ' | ' | ' | ' | ' | 1,317 |
Period of monthly common area maintenance | ' | ' | ' | ' | ' | ' | '12 months |
Percentage of escalation in monthly common area maintenance | ' | ' | ' | ' | ' | ' | 4.00% |
Future anticipated minimum lease payments for remainder of 2014 | ' | 24,023 | ' | ' | ' | ' | ' |
Rent expense | ' | 53,490 | 34,901 | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Base salary to be paid to related party | ' | ' | ' | 75,000 | ' | ' | ' |
Effective date of employment agreement with related party | ' | ' | ' | 1-Jun-14 | ' | ' | ' |
Initial term of employment agreement with related party | ' | ' | ' | '3 years | ' | ' | ' |
Investor relations consulting agreement term | '12 months | ' | ' | ' | ' | ' | ' |
Monthly compensation for services | $5,000 | ' | ' | ' | ' | ' | ' |
Common stock for services agreed to issue | 150,000 | ' | ' | ' | ' | ' | ' |
Period of common stock for services agreed to issue | '12 months | ' | ' | ' | ' | ' | ' |
Common stock for services to be issued on October, 15, 2014 | 37,500 | ' | ' | ' | ' | ' | ' |
Common stock for services to be issued on February 15, 2015 | 37,500 | ' | ' | ' | ' | ' | ' |
Common stock for services to be issued on April 15, 2015 | 37,500 | ' | ' | ' | ' | ' | ' |
Common stock for services to be issued on June 15, 2015 | 37,500 | ' | ' | ' | ' | ' | ' |
Period of written notice to cancel the agreement | '60 days | ' | ' | ' | ' | ' | ' |
RELATED_PARTIES_Details
RELATED PARTIES (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Founder [Member] | ' |
Related Party Transaction [Line Items] | ' |
Stock issued during period for cash, shares | 400,000 |
Stock issued during period for cash | $200,000 |
Related Party Founder [Member] | Series C Stock [Member] | ' |
Related Party Transaction [Line Items] | ' |
Stock issued during period for cash, shares | 200,000 |
Stock issued during period for cash | 100,000 |
Related Party [Member] | ' |
Related Party Transaction [Line Items] | ' |
Stock issued during period for cash, shares | 500,000 |
Stock issued during period for cash | 250,000 |
Related Party [Member] | Series C Stock [Member] | ' |
Related Party Transaction [Line Items] | ' |
Stock issued during period for cash, shares | 500,000 |
Stock issued during period for cash | $250,000 |
SHAREHOLDERS_EQUITY_Preferred_
SHAREHOLDERS' EQUITY (Preferred and Common Stock) (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||
Sep. 23, 2014 | Apr. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | Nov. 30, 2013 | Nov. 30, 2013 | Sep. 30, 2014 | Nov. 01, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 23, 2013 | Sep. 22, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
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 C Stock [Member] | Series C Stock [Member] | Series C Stock [Member] | Private Placement Memorandum [Member] | ||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred shares, shares authorized | ' | ' | 20,000,000 | ' | 20,000,000 | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | 1,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | ' |
Preferred shares, par value per share | ' | ' | $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. | ' | ' | '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 C Stock. | ' | ' | ' |
Preferred Stock dividend rate | ' | ' | 10.00% | ' | ' | ' | 10.00% | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' | ' |
Automatic conversion period | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Preferred stock dividend shares accrued | ' | ' | ' | ' | ' | 17,398 | ' | ' | 113,973 | ' | 3,836 | ' | 71,234 | ' | ' | ' | ' | ' |
Additional capital raised | ' | ' | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $350,000 | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' |
Common stock shares owed but not due | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,014 | ' | ' |
Preferred stock dividends, shares issued | ' | ' | 21,234 | ' | ' | 17,398 | ' | ' | ' | ' | 3,836 | ' | ' | ' | ' | ' | ' | ' |
Dividends payable, payment date | ' | ' | ' | ' | ' | ' | ' | ' | '2015-01 | ' | ' | ' | '2015-01 | ' | ' | '2015-01 | ' | ' |
Common shares, shares authorized | ' | ' | 324,000,000 | ' | 324,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares, par value per share | $0.75 | ' | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, shares | 10,000 | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services | 7,500 | 12,500 | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for cash, price per share | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 |
Stock issued during period for cash, shares | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 |
Stock issued during period for cash | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 |
Exercise of stock options, value | ' | ' | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price per share | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHAREHOLDERS_EQUITY_Stock_Ince
SHAREHOLDERS' EQUITY (Stock Incentive Plan and Stock Option Grants to Employees and Directors) (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Aug. 22, 2014 | Jan. 31, 2014 | Jan. 02, 2014 | Sep. 17, 2014 | Jan. 31, 2014 | Jan. 02, 2014 | Sep. 03, 2014 | Apr. 30, 2011 | Sep. 30, 2014 | Apr. 20, 2011 | Apr. 30, 2013 | Apr. 30, 2012 | Sep. 30, 2014 | |
Consultant [Member] | Consultant [Member] | Consultant [Member] | Employee [Member] | Employee [Member] | Employee [Member] | Director [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2013 Plan [Member] | 2013 Plan [Member] | 2013 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | 900,000 | ' | ' |
Maximum allowable annual shares granted to any individual | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180,000 | ' | ' | ' | 180,000 | ' |
Forfeited | 135,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,000 | ' | ' | ' | 54,000 |
Shares remaining for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 149,000 |
Stock options granted | ' | ' | 25,000 | 50,000 | ' | 100,000 | 50,000 | ' | 40,000 | ' | ' | ' | ' | ' | ' |
Stock option expiration term | ' | ' | '10 years | '10 years | ' | '10 years | '10 years | ' | '10 years | '10 years | ' | ' | '10 years | '10 years | ' |
Options exercisable, weighted-average exercise price | $0.19 | ' | $0.50 | ' | $0.50 | $0.50 | ' | $0.50 | $0.50 | ' | ' | ' | ' | ' | ' |
Fair value of options granted per option | ' | ' | $0.34 | $0.16 | ' | $0.34 | $0.16 | ' | $0.34 | ' | ' | ' | ' | ' | ' |
Fair value of options granted | ' | ' | $8,580 | ' | $8,167 | $34,320 | ' | $8,167 | $13,728 | ' | ' | ' | ' | ' | ' |
Stock option expense recognized during period | 51,898 | 30,616 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost | $109,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost, period for recognition | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHAREHOLDERS_EQUITY_Schedule_o
SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Assumptions: | ' | ' |
Expected term (years) | '6 years 3 months | ' |
Expected volatility | 80.00% | ' |
Risk-free interest rate | 0.38% | ' |
Dividend yield | 0.00% | ' |
Expected forfeiture rate | 0.00% | ' |
Number of Options | ' | ' |
Balance Outstanding, Beginning | 1,420,000 | ' |
Granted | 265,000 | ' |
Exercised | -50,000 | ' |
Forfeited | -135,000 | ' |
Expired | ' | ' |
Balance Outstanding, Ending | 1,500,000 | 1,420,000 |
Exercisable, Ending | 800,600 | ' |
Weighted Average Exercise Price | ' | ' |
Balance Outstanding, Beginning | $0.23 | ' |
Granted | $0.50 | ' |
Exercised | $0.50 | ' |
Forfeited | ' | ' |
Expired | ' | ' |
Balance Outstanding, Ending | $0.27 | $0.23 |
Exercisable, Ending | $0.19 | ' |
Weighted Average Remaining Contractual Term | ' | ' |
Balance Outstanding | '6 years 10 months 24 days | '8 years 2 months 12 days |
Exercisable, Ending | '6 years 10 months 24 days | ' |
Aggregate Intrinsic Value | ' | ' |
Outstanding Balance | $339,984 | $495,200 |
Exercisable, Ending | $248,040 | ' |
CONCENTRATIONS_Details
CONCENTRATIONS (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 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 | $65,377 | $716,847 | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | 47.00% | 33.00% | 85.00% | 14.00% |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||||
Sep. 23, 2014 | Apr. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 03, 2014 | Oct. 30, 2014 | Oct. 31, 2014 | Oct. 15, 2014 | Oct. 10, 2014 | Oct. 01, 2014 | Oct. 15, 2014 | |
Director [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||
Director [Member] | |||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares, shares authorized | ' | ' | 324,000,000 | 324,000,000 | ' | ' | ' | ' | ' | 7,500 | ' |
Common stock issued for services, shares | 10,000 | 25,000 | ' | ' | ' | ' | ' | 37,500 | 10,000 | ' | ' |
Common shares, par value per share | $0.75 | ' | $0.01 | $0.01 | ' | ' | $0.50 | $0.75 | $0.75 | ' | ' |
Common stock issued for services | $7,500 | $12,500 | $12,500 | ' | ' | ' | ' | $28,125 | $7,500 | ' | ' |
Term of tail policy | ' | ' | ' | ' | ' | '6 years | ' | ' | ' | ' | ' |
Stock options granted | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | 40,000 |
Stock option expiration term | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | '10 years |
Options exercisable, weighted-average exercise price | ' | ' | $0.19 | ' | $0.50 | ' | ' | ' | ' | ' | $0.78 |
Fair value of options granted | ' | ' | ' | ' | 13,728 | ' | ' | ' | ' | ' | 12,256 |
Fair value of options granted per option | ' | ' | ' | ' | $0.34 | ' | ' | ' | ' | ' | $0.31 |
Proceeds from premium finance loan | ' | ' | ' | ' | ' | 48,172 | ' | ' | ' | ' | ' |
Interest and fees | ' | ' | ' | ' | ' | 1,615 | ' | ' | ' | ' | ' |
Payments term | ' | ' | ' | ' | ' | 'nine | ' | ' | ' | ' | ' |
Monthly payment amount | ' | ' | ' | ' | ' | 5,352 | ' | ' | ' | ' | ' |
Common stock capital raised | ' | ' | ' | ' | ' | ' | $30,000 | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' | ' |