Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Entity Registrant Name | Bright Mountain Acquisition Corp | |
Entity Central Index Key | 1,568,385 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 35,600,059 | |
Trading Symbol | BMAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 354,421 | $ 590,236 |
Accounts Receivable | 44,376 | 4,110 |
Prepaid Costs and Expenses | 84,118 | 86,298 |
Inventories | 1,065,732 | 776,448 |
Total Current Assets | 1,548,647 | 1,457,092 |
Fixed Assets, net | 50,057 | 38,074 |
Website Acquisition Assets, net | 750,785 | 443,222 |
Other Assets | 15,547 | 12,580 |
Total Assets | 2,365,036 | 1,950,968 |
Current liabilities | ||
Accounts payable | 262,316 | 270,323 |
Premium Finance Loan Payable | 18,604 | 47,866 |
Total Liabilities | $ 280,920 | $ 318,189 |
Commitments and contingencies (Note 7) | ||
Shareholders' equity | ||
Common stock, par value $.01, 324,000,000 shares authorized, 35,760,059 issued 35,400,059 outstanding, and 33,483,234 issued 33,123,234 outstanding, respectively. | $ 357,600 | $ 334,832 |
Treasury Stock (360,000 shares) | (2,501) | (2,501) |
Additional paid-in-capital | 7,242,795 | 5,741,109 |
Accumulated Deficit | (5,565,778) | (4,484,661) |
Total shareholders' equity | 2,084,116 | 1,632,779 |
Total liabilities and shareholders' equity | 2,365,036 | 1,950,968 |
Series A Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 5,200,000 issued and 4,400,000 outstanding respectively | 19,000 | 16,000 |
Series B Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 5,200,000 issued and 4,400,000 outstanding respectively | 10,000 | 10,000 |
Series C Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 5,200,000 issued and 4,400,000 outstanding respectively | 18,000 | $ 18,000 |
Series D Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 5,200,000 issued and 4,400,000 outstanding respectively | $ 5,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 5,200,000 | 4,400,000 |
Preferred stock, shares outstanding | 5,200,000 | 4,400,000 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 324,000,000 | 324,000,000 |
Common shares, shares issued | 35,760,059 | 33,483,234 |
Common shares, shares outstanding | 35,400,059 | 33,123,234 |
Treasury stock, shares | 360,000 | 360,000 |
Series A Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,900,000 | 1,600,000 |
Preferred stock, shares outstanding | 1,900,000 | 1,600,000 |
Series B Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Series C Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,800,000 | 1,800,000 |
Preferred stock, shares outstanding | 1,800,000 | 1,800,000 |
Series D Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 500,000 | 0 |
Preferred stock, shares outstanding | 500,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS [Abstract] | ||||
Product Sales | $ 335,750 | $ 245,812 | $ 921,322 | $ 675,130 |
Revenues from Services | 95,264 | 31,031 | 191,722 | 66,876 |
Total Revenue | 431,014 | 276,843 | 1,113,044 | 742,006 |
Cost of sales - Product | $ 273,227 | $ 186,611 | $ 733,146 | $ 526,387 |
Cost of sales - Services | ||||
Gross profit | $ 157,787 | $ 90,232 | $ 379,898 | $ 215,619 |
Selling, general and administrative expenses | 516,439 | 435,204 | 1,459,654 | 1,325,199 |
Loss from operations | (358,652) | (344,972) | (1,079,756) | (1,109,580) |
Other income (expense) | ||||
Interest income | 10 | $ 7 | 23 | $ 41 |
Interest expense | (493) | (1,384) | ||
Total other income (expense), net | (483) | $ 7 | (1,361) | $ 41 |
Net loss before taxes | $ (359,135) | $ (344,965) | $ (1,081,117) | $ (1,109,539) |
Income taxes | ||||
Net Loss | $ (359,135) | $ (344,965) | $ (1,081,117) | $ (1,109,539) |
Preferred stock dividends | ||||
Series A, Series B, Series C & Series D preferred | 101,939 | 49,377 | 247,397 | 139,666 |
Total preferred stock dividends | 101,939 | 49,377 | 247,397 | 139,666 |
Net loss attributable to common shareholders | $ (461,074) | $ (394,342) | $ (1,328,514) | $ (1,249,205) |
Basic and diluted net loss per share | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.04) |
Weighted average shares outstanding - Basic and diluted | 35,108,850 | 33,053,785 | 34,245,752 | 32,474,590 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY - 9 months ended Sep. 30, 2015 - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Shares [Member] | Accumulated Deficit [Member] |
Balance, shares at Dec. 31, 2014 | 4,400,000 | 33,123,234 | ||||
Balance at Dec. 31, 2014 | $ 1,632,779 | $ 44,000 | $ 334,832 | $ 5,741,109 | $ (2,501) | $ (4,484,661) |
Common stock issued for services ($.75/share) | 37,350 | $ 574 | 36,776 | |||
Common stock issued for services ($.75/share), shares | 57,400 | |||||
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement | 790,000 | $ 15,800 | 774,200 | |||
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement, shares | 1,580,000 | |||||
Sale of Series A preferred stock for cash ($.50/share) pursuant to Subscription Agreement | 150,000 | $ 3,000 | 147,000 | |||
Sale of Series A preferred stock for cash ($.50/share) pursuant to Subscription Agreement, shares | 300,000 | |||||
Sale of Series D preferred stock for cash ($.50/share) pursuant to Subscription Agreement | $ 250,000 | $ 5,000 | 245,000 | |||
Sale of Series D preferred stock for cash ($.50/share) pursuant to Subscription Agreement, shares | 500,000 | |||||
Common stock issued for 10% dividend payment pursuant to Series A preferred stock Subscription Agreements | $ 1,600 | (1,600) | ||||
Common stock issued for 10% dividend payment pursuant to Series A preferred stock Subscription Agreements, shares | 160,000 | |||||
Common stock issued for 10% dividend payment pursuant to Series B preferred stock Subscription Agreements | $ 1,000 | (1,000) | ||||
Common stock issued for 10% dividend payment pursuant to Series B preferred stock Subscription Agreements, shares | 100,000 | |||||
Common stock issued for 10% dividend payment pursuant to Series C preferred stock Subscription Agreements | $ 294 | (294) | ||||
Common stock issued for 10% dividend payment pursuant to Series C preferred stock Subscription Agreements, shares | 29,425 | |||||
Stock option compensation expense | $ 42,604 | 42,604 | ||||
Common Stock issued for acquisitions ($0.75/share) | 262,500 | $ 3,500 | 259,000 | |||
Common Stock issued for acquisitions ($0.75/share), shares | 350,000 | |||||
Net Loss | (1,081,117) | (1,081,117) | ||||
Balance, shares at Sep. 30, 2015 | 5,200,000 | 35,400,059 | ||||
Balance at Sep. 30, 2015 | $ 2,084,116 | $ 52,000 | $ 357,600 | $ 7,242,795 | $ (2,501) | $ (5,565,778) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (Parenthetical) | 9 Months Ended |
Sep. 30, 2015$ / shares | |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY [Abstract] | |
Shares Issued, Price Per Share | $ 0.75 |
Debt conversion, price per share | $ 0.50 |
Preferred Stock dividend rate | 10.00% |
Common Stock issued for acquisitions, Per share price | $ 0.75 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net Loss | $ (1,081,117) | $ (1,109,539) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 10,879 | 8,220 |
Amortization | 131,937 | 95,761 |
Stock option compensation expense | 42,604 | 51,898 |
Common stock issued for services | 37,350 | 20,000 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (40,266) | (2,250) |
Inventory | (289,284) | (347,839) |
Prepaid costs and expenses | 2,180 | 1,368 |
Other assets | (2,967) | (7,880) |
Accounts payable | (19,659) | 25,818 |
Net cash used in operating activities | (1,208,343) | (1,264,443) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (22,862) | (9,566) |
Purchase of websites | (162,000) | (572,000) |
Net cash used in investing activities | (184,862) | (581,566) |
Cash flows from financing activities: | ||
Sale of common stock | 790,000 | 675,000 |
Sale of Preferred stock | 400,000 | 400,000 |
Payments on premium finance loan | (32,610) | (11,509) |
Net cash provided by financing activities | 1,157,390 | 1,063,491 |
Net decrease in cash | (235,815) | (782,518) |
Cash at beginning of period | 590,236 | 1,162,632 |
Cash at end of period | 354,421 | $ 380,114 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for Interest | $ 1,384 | |
Cash paid for Income Taxes | ||
Non-Cash Investing and financing activities | ||
Common stock issued for purchase of websites | $ 262,500 | |
Payable for purchase of websites | $ 27,000 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
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 and subsidiaries, formerly known as Bright Mountain Holdings, Inc., and subsidiaries ("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. The Company is a media holding company of online assets. We sell various products through our proprietary websites and retail location, and through third party e-commerce distributor portals. Our websites provide content designed to attract and retain targeted Internet audiences. We generate revenues from two Our websites contain a number of sections with demographically oriented information including originally written news content, blogs, forums, career information, and video. Our websites are: • BMAQ.com; • Bootcamp4me.com; • Bootcamp4me.org; • Brightwatches.com; • Certifiedwolfhunter.com; • Coastguardnews.com; • Fdcareers.com; • Fireaffairs.com; • FireFightingNews.com; • Gopoliceblotter.com; • JQPublicblog.com; • Leoaffairs.com; • PopularMilitary.com; • Teacheraffairs.com; • Thebravestonline.com; • Thebright.com; • USMCLife.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, 2015, and the consolidated financial position as of September 30, 2015 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 condensed 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 condensed 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 condensed 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, accrued expenses, 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 in accordance with ASC 820 "Fair Value Measurements and Disclosures." 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 • Sale of merchandise directly to consumers: The Company's product sales are recognized either FOB shipping point or FOB destination, dependent on the customer. Revenues are therefore recognized at point of ownership transfer, accordingly. • Advertising revenue is received directly form companies who pay the Company a monthly fee for advertising space. • Advertising revenues are generated by users "clicking" on website advertisements utilizing several ad network partners: Revenues are recognized, on a net basis, upon receipt of payment by the ad network partner since the revenue is not determinable until it is received. • 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 twelve 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 five 500 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 condensed 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 five As of September 30, 2015 and September 30, 2014, all website development costs have been expensed. Amortization and Impairment of Long-Lived Assets Amortization and impairment of long-lived assets are non-cash expenses relating primarily to website acquisitions. 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. Website acquisition costs are amortized over five years. 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. While it is likely that we will have significant amortization expense as we continue to acquire websites, we believe that intangible assets represent costs incurred by the acquired website to build value prior to acquisition and the related amortization and impairment charges of assets, if applicable, are not ongoing costs of doing business. Non-cash impairment loss is included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended September 30, 2015 and September 30, 2014, non-cash impairment expense was $ 0 0 131,937 95,761 ASC 360-10 requires the review of the residual value and useful life of long-lived assets and certain identifiable intangibles at least at each financial year end. The Company revised the useful life of its website acquisition assets with effect from January 1, 2015. The revision was accounted for prospectively as a change in accounting estimates and as a result, the Company's website acquisition assets costs are amortized over five years. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718 "Compensation – Stock Compensation." 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. Non-cash stock-based stock option compensation is expensed over the requisite service period and are included in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations. For the nine months ended September 30, 2015 and September 30, 2014, non-cash stock-based stock option compensation expense was $ 42,604 51,898 Advertising, Marketing and Promotion Costs 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, 2015 and September 30, 2014, advertising, marketing and promotion expense was $ 17,541 83,069 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 . As of September 30, 2015, tax years 2014 2013 2012 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, 2015 and September 30, 2014 there were approximately 1,605,000 1,500,000 5,200,000 3,300,000 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 has two identifiable operating segments based on the activities of the Company in accordance with the ASC 28-10. The Company's two segments are product sales and services as of September 30, 2015. The product sales segment sells merchandise to customers thorough e-commerce distributor portals and directly to consumers through our proprietary websites and retail location. The services segment is focused on producing advertising revenue generated by users "clicking" on website advertisements utilizing several ad network partners and direct advertisers and subscription revenue generated by the sale of access to career postings on one of our websites. Recent Accounting Pronouncements In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605 "Revenue Recognition," and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35 "Revenue Recognition – Construction-Type and Production-Type Contracts." The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. We do not expect the adoption of this guidance to have a material impact on the consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern,” which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the condensed consolidated financial statements. In July 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-11, “ Inventory (Topic 330): Simplifying the Measurement of Inventory” more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method . For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2015 | |
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 of $ 1,081,117 1,208,343 5,565,778 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. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2015 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS On April 1, 2015, the Company entered into Website Asset Purchase Agreement with an unrelated third party. As consideration for the purchase, the Company paid $ 50,000 250,000 187,500 30,000 "Business Combinations." As previously disclosed in our Annual Report on Form 10-K for the year ending December 31, 2014, as amended, on April 1, 2015, the Company entered into a Website Asset Purchase Agreement with an unrelated third party for an aggregate purchase price of $ 102,000 27,000 1,500 100,000 75,000 On April 14, 2015, the Company entered into a Website Asset Purchase Agreement with an unrelated third party for a purchase price of $ 50,000 "Business Combinations." On June 1, 2015, the Company entered into a Website Asset Purchase Agreement with an unrelated third party for a purchase price of $ 50,000 50,000 At September 30, 2015 and December 31, 2014, website acquisition assets consisted of the following: September 30, December 31, 2015 2014 Website Acquisition Assets $ 1,029,728 $ 614,944 Less: Accumulated Amortization (278,943 ) (147,006 ) Less: Impairment Loss — (24,716 ) Website Acquisition Assets, net $ 750,785 $ 443,222 Non-cash amortization expense for the nine months ending September 30, 2015 and September 30, 2014 was $ 131,937 95,761 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2015 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES At September 30, 2015 and December 31, 2014 inventories consisted of the following: September 30, December 31, 2015 2014 Product Inventory: Other $ 11,593 $ 6,488 Product Inventory: Clocks and Watches 1,054,139 769,960 Total Inventory Balance $ 1,065,732 $ 776,448 |
PREMIUM FINANCE LOAN PAYABLE
PREMIUM FINANCE LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
PREMIUM FINANCE LOAN PAYABLE [Abstract] | |
PREMIUM FINANCE LOAN PAYABLE | NOTE 5 – PREMIUM FINANCE LOAN PAYABLE Premium finance loans payable related to the financing of the Company's Error & Omission (E&O) insurance coverage for the period September 6, 2015 through September 6, 2016. The Company financed $ 18,604 25,396 643 nine 2,131 18,604 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2015 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 6 – SEGMENT INFORMATION The Company has two The following information represents segment activity for the three and nine months ended September 30, 2015. Comparable information is not presented for the respective periods in 2014 as the Company only had one identifiable segment in the respective 2014 periods: For the three months ended September 30, For the nine months ended September 30, 2015 2015 Products Services Total Products Services Total Revenues $ 335,750 $ 95,264 $ 431,014 $ 921,322 $ 191,722 $ 1,113,044 Amortization $ — $ 45,801 $ 45,801 $ — $ 131,937 $ 131,937 Depreciation $ 3,211 $ 911 $ 4,122 $ 9,006 $ 1,873 $ 10,879 Loss from operations $ (414,698 ) $ 56,046 $ (358,652 ) $ (937,098 ) $ (142,658 ) $ (1,079,756 ) Segment Assets $ 1,537,101 $ 827,935 $ 2,365,036 $ 1,537,101 $ 827,935 $ 2,365,036 The following information represents further detail on segment revenues for the three and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended September 30, September 30, (unaudited) (unaudited) 2015 2014 2015 2014 Revenue: Product Sales $ 335,750 $ 245,812 $ 921,322 $ 675,130 Services $ 95,264 $ 31,031 $ 191,722 $ 66,876 Total Revenue $ 431,014 $ 276,843 $ 1,113,044 $ 742,006 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES 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 was amended on July 30, 2015 to increase the original approximate 2,014 4,450 8,978 twelve 3 2,500 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, 2015, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. Other Commitments 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 three The Chief Executive Officer's base salary was increased to $ 125,000 Compensation Committee of the board of directors. 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. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2015 | |
RELATED PARTIES [Abstract] | |
RELATED PARTIES | NOTE 8 – RELATED PARTIES During the nine months ended September 30, 2015, a related party founder purchased 200,000 10 (“ Series A Stock 100,000 During the nine months ended September 30, 2015, a related party purchased 500,000 10 Series D Stock 250,000 During the nine months ended September 30, 2015, a related party founder purchased 740,000 370,000 During the nine months ended September 30, 2015, a related party purchased 40,000 20,000 During the nine months ended September 30, 2015, a related party purchased 400,000 200,000 During the nine months ended September 30, 2015, a related party purchased 100,000 50,000 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
SHAREHOLDERS' EQUITY [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 9 – SHAREHOLDERS' EQUITY Preferred Stock The Company authorized 20,000,000 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 . Holders of the Series A Stock shall be entitled to the payment of a 10 five 160,000 160,000 127,589 During the nine months ended September 30, 2015, the Company raised additional capital of $ 100,000 200,000 During the nine months ended September 30, 2015, the Company raised additional capital of $ 50,000 100,000 At a meeting of the Board of Directors, held on December 23, 2013, the directors approved the designation of one million ( 1,000,000 10 Series B Stock Holders of the Series B Stock shall be entitled to the payment of a 10% dividend payable of preferred shares outstanding 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. five 100,000 100,000 71,507 At a meeting of the Board of Directors, held on September 22, 2014, the directors approved the designation of two million ( 2,000,000 10 Series C Stock Holders of the Series C Stock shall be entitled to the payment of a 10% dividend payable of preferred shares outstanding 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. five 29,425 29,425 128,712 At a meeting of the Board of Directors, held on March 20, 2015, the directors approved the designation of two million ( 2,000,000 Holders of the Series D Stock shall be entitled to the payment of a 10 five 25,616 During the nine months ended September 30, 2015, the Company raised additional capital of $ 250,000 500,000 Series A, B, C and D 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 services On January 19, 2015, the Company entered into an agreement with an employee, wherein the employee elected to receive 400 0.75 300 On May 1, 2015, the Company entered into an agreement with an employee, wherein the employee elected to receive 2,000 0.65 1,300 On May 22, 2015, the Company issued to a law firm 50,000 0.65 32,500 On May 28, 2015, the Company issued to a consultant 5,000 0.65 3,250 B) Stock issued for dividends During the nine months ended September 30, 2015, the Company issued 289,425 C) Stock issued for acquisitions During the nine months ended September 30, 2015, the Company issued 350,000 two 262,500 0.75 D) Stock issued for cash During the nine months ended September 30, 2015, the Company raised additional capital through issuance of common stock pursuant to a private placement whereby $ 790,000 1,580,000 0.50 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 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 ASC 505 , Stock Option Plans The Company has adopted three stock option plans, the terms of which are substantially identical. The purpose of each 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 each 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 Compensation Committee of the Company's board of directors administers each plan. The material terms of each option which may be granted under each plan will 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 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 Company has reserved for issuance an aggregate of 900,000 180,000 81,000 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 Company has reserved for issuance an aggregate of 900,000 180,000 129,000 44,000 On May 22, 2015, the Company's board of directors adopted the 2015 Stock Option Plan (the "2015 Plan"), to be effective on May 22, 2015. Effective August 3, 2015, and as disclosed in the Company's Information Statement on Schedule 14C, the Company's majority shareholders ratified the adoption of the 2015 Plan. The Company has reserved for issuance an aggregate of 1,000,000 100,000 1,000,000 On March 23, 2015 the Company granted 40,000 ten 0.75 17,223 0.4306 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 recognizes 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, 2015 and 2014: September 30, September 30, Assumptions: 2015 2014 Expected term (years) 6.25 6.25 Expected volatility 63 % 80 % Risk-free interest rate 1.56 % .38 % Dividend yield 0 % 0 % Expected forfeiture rate 0 % 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. 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 $ 13,480 10,573 42,604 51,898 42,604 As of September 30, 2015 there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 58,611 The grant date weighted average for fair values of options granted in 2015 is $ 0.43 The intrinsic value as of September 30, 2015 was $ 0 A summary of the Company's stock option activity during the nine months ended September 30, 2015 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2014 1,565,000 $ 0.21 6.3 $ 317,986 Granted 40,000 0.75 — — Exercised — — — — Forfeited — — — — Expired — — — — Balance Outstanding, September 30, 2015 1,605,000 $ 0.31 6.8 349,983 Exercisable at September 30, 2015 1,123,500 $ 0.22 6.1 $ 317,986 Summarized information with respect to options outstanding under the three option plans at September 30, 2015 is as follows: Options Outstanding Options Exercisable Range or Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price 0.14 0.78 1,605,000 6.8 $ 0.31 1,123,500 $ 0.22 1,605,000 6.8 $ 0.31 1,123,500 $ 0.22 |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2015 | |
CONCENTRATIONS [Abstract] | |
CONCENTRATIONS | NOTE 10 – CONCENTRATIONS The Company purchases a substantial amount of its products from two vendors; Citizens Watch Company of America, Inc., and Bulova Corporation. During the three months ended September 30, 2015, purchases from Citizens accounted for 17 24 44 33 33 26 56 31 The Company sells many of its products through various e-commerce distribution portals, which include Amazon and eBay. During the three months ended September 30, 2015, these two distributor portals accounted for 64 6 72 5 10 2 7 1 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 obtained approximately 30 70 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 0 173,933 Concentration of Funding During the nine months ended September 30, 2015 the Company's funding was provided by the sale of shares of the Company's preferred stock and common stock to a related party officer and director, as well as to a principal shareholder. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On October 15, 2015 the Company entered into a six 30,000 42,000 5,000 7,000 On October 13, 2015 the Board of Directors approved changing the name of the Company to Bright Mountain Media, Inc. On October 26, 2015 the holders of a majority of the Company's outstanding common stock approved the name change. The name change will be effective on December 7, 2015 pending processing by the Financial Industry Regulatory Authority, Inc., (FINRA) in accordance with Rule 10b-17 of the Securities Exchange Act of 1934, as amended. The Company entered into a premium finance agreement on October 26, 2015 with Flat Iron Capital for (1) the Company's Director's and Officer's (D & O) insurance coverage for the period October 31, 2015 through October 30, 2016, and (2) the Employment Practices Liability insurance coverage for the period October 31, 2015 through October 30, 2016. The Company financed $ 47,381 1,742 nine 5,247 On October 27, 2015 the Company granted 60,000 ten 0.65 22,391 0.3732 On October 27, 2015 the Company granted 100,000 ten 0.65 37,318 0.3732 On November 6, 2015 the Company raised additional capital through the issuance of its common stock pursuant to a private placement whereby $ 100,000 200,000 0.50 |
NATURE OF OPERATIONS AND SUMM19
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended |
Sep. 30, 2015 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Bright Mountain Acquisition Corporation and subsidiaries, formerly known as Bright Mountain Holdings, Inc., and subsidiaries ("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. The Company is a media holding company of online assets. We sell various products through our proprietary websites and retail location, and through third party e-commerce distributor portals. Our websites provide content designed to attract and retain targeted Internet audiences. We generate revenues from two Our websites contain a number of sections with demographically oriented information including originally written news content, blogs, forums, career information, and video. Our websites are: • BMAQ.com; • Bootcamp4me.com; • Bootcamp4me.org; • Brightwatches.com; • Certifiedwolfhunter.com; • Coastguardnews.com; • Fdcareers.com; • Fireaffairs.com; • FireFightingNews.com; • Gopoliceblotter.com; • JQPublicblog.com; • Leoaffairs.com; • PopularMilitary.com; • Teacheraffairs.com; • Thebravestonline.com; • Thebright.com; • USMCLife.com; • Wardocumentaryfilms.com; • Welcomehomeblog.com; and • 360fire.com |
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, 2015, and the consolidated financial position as of September 30, 2015 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 condensed 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 condensed 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 condensed 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, accrued expenses, 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 in accordance with ASC 820 "Fair Value Measurements and Disclosures." 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 • Sale of merchandise directly to consumers: The Company's product sales are recognized either FOB shipping point or FOB destination, dependent on the customer. Revenues are therefore recognized at point of ownership transfer, accordingly. • Advertising revenue is received directly form companies who pay the Company a monthly fee for advertising space. • Advertising revenues are generated by users "clicking" on website advertisements utilizing several ad network partners: Revenues are recognized, on a net basis, upon receipt of payment by the ad network partner since the revenue is not determinable until it is received. • 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 twelve 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 five 500 |
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 condensed 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 five As of September 30, 2015 and September 30, 2014, all website development costs have been expensed. |
Amortization and Impairment of Long-Lived Assets | Amortization and Impairment of Long-Lived Assets Amortization and impairment of long-lived assets are non-cash expenses relating primarily to website acquisitions. 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. Website acquisition costs are amortized over five years. 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. While it is likely that we will have significant amortization expense as we continue to acquire websites, we believe that intangible assets represent costs incurred by the acquired website to build value prior to acquisition and the related amortization and impairment charges of assets, if applicable, are not ongoing costs of doing business. Non-cash impairment loss is included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended September 30, 2015 and September 30, 2014, non-cash impairment expense was $ 0 0 131,937 95,761 ASC 360-10 requires the review of the residual value and useful life of long-lived assets and certain identifiable intangibles at least at each financial year end. The Company revised the useful life of its website acquisition assets with effect from January 1, 2015. The revision was accounted for prospectively as a change in accounting estimates and as a result, the Company's website acquisition assets costs are amortized over five years. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718 "Compensation – Stock Compensation." 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. Non-cash stock-based stock option compensation is expensed over the requisite service period and are included in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations. For the nine months ended September 30, 2015 and September 30, 2014, non-cash stock-based stock option compensation expense was $ 42,604 51,898 |
Advertising, Marketing and Promotion Costs | Advertising, Marketing and Promotion Costs 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, 2015 and September 30, 2014, advertising, marketing and promotion expense was $ 17,541 83,069 |
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 . As of September 30, 2015, tax years 2014 2013 2012 |
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, 2015 and September 30, 2014 there were approximately 1,605,000 1,500,000 5,200,000 3,300,000 |
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 has two identifiable operating segments based on the activities of the Company in accordance with the ASC 28-10. The Company's two segments are product sales and services as of September 30, 2015. The product sales segment sells merchandise to customers thorough e-commerce distributor portals and directly to consumers through our proprietary websites and retail location. The services segment is focused on producing advertising revenue generated by users "clicking" on website advertisements utilizing several ad network partners and direct advertisers and subscription revenue generated by the sale of access to career postings on one of our websites. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605 "Revenue Recognition," and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35 "Revenue Recognition – Construction-Type and Production-Type Contracts." The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. We do not expect the adoption of this guidance to have a material impact on the consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern,” which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the condensed consolidated financial statements. In July 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-11, “ Inventory (Topic 330): Simplifying the Measurement of Inventory” more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method . For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
ACQUISITIONS [Abstract] | |
Schedule of Intangible Assets | September 30, December 31, 2015 2014 Website Acquisition Assets $ 1,029,728 $ 614,944 Less: Accumulated Amortization (278,943 ) (147,006 ) Less: Impairment Loss — (24,716 ) Website Acquisition Assets, net $ 750,785 $ 443,222 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
INVENTORIES [Abstract] | |
Schedule of Inventories | September 30, December 31, 2015 2014 Product Inventory: Other $ 11,593 $ 6,488 Product Inventory: Clocks and Watches 1,054,139 769,960 Total Inventory Balance $ 1,065,732 $ 776,448 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
SEGMENT INFORMATION [Abstract] | |
Schedule of segment activity | For the three months ended September 30, For the nine months ended September 30, 2015 2015 Products Services Total Products Services Total Revenues $ 335,750 $ 95,264 $ 431,014 $ 921,322 $ 191,722 $ 1,113,044 Amortization $ — $ 45,801 $ 45,801 $ — $ 131,937 $ 131,937 Depreciation $ 3,211 $ 911 $ 4,122 $ 9,006 $ 1,873 $ 10,879 Loss from operations $ (414,698 ) $ 56,046 $ (358,652 ) $ (937,098 ) $ (142,658 ) $ (1,079,756 ) Segment Assets $ 1,537,101 $ 827,935 $ 2,365,036 $ 1,537,101 $ 827,935 $ 2,365,036 Three Months Ended Nine Months Ended September 30, September 30, (unaudited) (unaudited) 2015 2014 2015 2014 Revenue: Product Sales $ 335,750 $ 245,812 $ 921,322 $ 675,130 Services $ 95,264 $ 31,031 $ 191,722 $ 66,876 Total Revenue $ 431,014 $ 276,843 $ 1,113,044 $ 742,006 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
SHAREHOLDERS' EQUITY [Abstract] | |
Summary of the assumptions utilized to record compensation expense for stock options granted | September 30, September 30, Assumptions: 2015 2014 Expected term (years) 6.25 6.25 Expected volatility 63 % 80 % Risk-free interest rate 1.56 % .38 % Dividend yield 0 % 0 % Expected forfeiture rate 0 % 0 % |
Summary of Stock Option Activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2014 1,565,000 $ 0.21 6.3 $ 317,986 Granted 40,000 0.75 — — Exercised — — — — Forfeited — — — — Expired — — — — Balance Outstanding, September 30, 2015 1,605,000 $ 0.31 6.8 349,983 Exercisable at September 30, 2015 1,123,500 $ 0.22 6.1 $ 317,986 |
Summary of information of options outstanding under option plans | Options Outstanding Options Exercisable Range or Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price 0.14 0.78 1,605,000 6.8 $ 0.31 1,123,500 $ 0.22 1,605,000 6.8 $ 0.31 1,123,500 $ 0.22 |
NATURE OF OPERATIONS AND SUMM24
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)itemshares | Sep. 30, 2014USD ($)shares | |
Revenue Recognition | ||||
Term of the subscriptions, minimum | 1 month | |||
Term of the subscriptions, maximum | 12 months | |||
Amortization and Impairment of Long-Lived Assets | ||||
Non-cash impairment expense | $ 0 | $ 0 | ||
Non-cash amortization expense | 45,801 | $ 131,937 | $ 95,761 | |
Stock-Based Compensation | ||||
Non-cash stock-based stock option compensation | $ 13,480 | $ 10,573 | 42,604 | 51,898 |
Advertising, marketing and promotion expense | 17,541 | $ 83,069 | ||
Property and equipment, capitalization threshold | $ 500 | |||
Segment Information | ||||
Number of operating segments | item | 2 | |||
Internal Revenue Service (IRS) [Member] | 2012 [Member] | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,012 | |||
Internal Revenue Service (IRS) [Member] | 2013 [Member] | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,013 | |||
Internal Revenue Service (IRS) [Member] | 2014 [Member] | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,014 | |||
Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 7 years | |||
Computer Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 5 years | |||
Website Development Costs [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalent shares | shares | 1,605,000 | 1,500,000 | ||
Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalent shares | shares | 5,200,000 | 3,300,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
GOING CONCERN [Abstract] | |||||
Net loss | $ 359,135 | $ 344,965 | $ 1,081,117 | $ 1,109,539 | |
Net cash used in operating activities | 1,208,343 | $ 1,264,443 | |||
Accumulated deficit | $ 5,565,778 | $ 5,565,778 | $ 4,484,661 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) | Jun. 01, 2015 | Apr. 14, 2015 | Apr. 02, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Acquisition [Line Items] | ||||||
Non-cash amortization expense | $ 45,801 | $ 131,937 | $ 95,761 | |||
Unrelated third party, one [Member] | Websites [Member] | ||||||
Acquisition [Line Items] | ||||||
Cash payment for acquisition | $ 50,000 | |||||
Number of shares issued for purchase consideration | 250,000 | |||||
Value of shares issued for purchase consideration | $ 187,500 | |||||
Monthly consulting fee | 30,000 | |||||
Unrelated third party, two [Member] | Websites [Member] | ||||||
Acquisition [Line Items] | ||||||
Cash payment for acquisition | $ 27,000 | |||||
Number of shares issued for purchase consideration | 100,000 | |||||
Value of shares issued for purchase consideration | $ 75,000 | |||||
Monthly consulting fee | 1,500 | |||||
Aggregate purchase price | $ 102,000 | |||||
Unrelated third party, three [Member] | Websites [Member] | ||||||
Acquisition [Line Items] | ||||||
Cash payment for acquisition | $ 50,000 | |||||
Unrelated third party, three [Member] | Websites [Member] | ||||||
Acquisition [Line Items] | ||||||
Cash payment for acquisition | $ 50,000 | |||||
Aggregate purchase price | $ 50,000 |
ACQUISITIONS (Schedule of Intan
ACQUISITIONS (Schedule of Intangible Assets) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Acquisition [Line Items] | ||
Total Website Acquisition Assets, net | $ 750,785 | $ 443,222 |
Websites [Member] | ||
Acquisition [Line Items] | ||
Website Acquisition Assets | 1,029,728 | 614,944 |
Less: Accumulated Amortization | $ (278,943) | (147,006) |
Less: Impairment Loss | (24,716) | |
Total Website Acquisition Assets, net | $ 750,785 | $ 443,222 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Inventory Balance | $ 1,065,732 | $ 776,448 |
Product Inventory: Other Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory Balance | 11,593 | 6,488 |
Product Inventory: Clocks and Watches [Member] | ||
Inventory [Line Items] | ||
Inventory Balance | $ 1,054,139 | $ 769,960 |
PREMIUM FINANCE LOAN PAYABLE (D
PREMIUM FINANCE LOAN PAYABLE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Principal balance amount | $ 18,604 | $ 47,866 |
Corporate Error & Omission Insurance [Member] | ||
Debt Instrument [Line Items] | ||
Amount financed | 18,604 | |
Total insurance premiums | 25,396 | |
Financing interest expense | $ 643 | |
Loan term | 9 months | |
Periodic loan payments | $ 2,131 | |
Periodic payments, frequency | Monthly | |
Principal balance amount | $ 18,604 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)item | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
SEGMENT INFORMATION [Abstract] | |||||
Number of reportable segments | item | 2 | ||||
SEGMENT INFORMATION [Line Items] | |||||
Revenues | $ 431,014 | $ 276,843 | $ 1,113,044 | $ 742,006 | |
Amortization | 45,801 | 131,937 | 95,761 | ||
Depreciation | 4,122 | 10,879 | 8,220 | ||
Loss from operations | (358,652) | (344,972) | (1,079,756) | (1,109,580) | |
Segment Assets | 2,365,036 | 2,365,036 | $ 1,950,968 | ||
Products [Member] | |||||
SEGMENT INFORMATION [Line Items] | |||||
Revenues | $ 335,750 | 245,812 | $ 921,322 | 675,130 | |
Amortization | |||||
Depreciation | $ 3,211 | $ 9,006 | |||
Loss from operations | (414,698) | (937,098) | |||
Segment Assets | 1,537,101 | 1,537,101 | |||
Services [Member] | |||||
SEGMENT INFORMATION [Line Items] | |||||
Revenues | 95,264 | $ 31,031 | 191,722 | $ 66,876 | |
Amortization | 45,801 | 131,937 | |||
Depreciation | 911 | 1,873 | |||
Loss from operations | 56,046 | (142,658) | |||
Segment Assets | $ 827,935 | $ 827,935 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended | ||
Sep. 30, 2015USD ($)ft² | Oct. 01, 2015USD ($) | Jul. 30, 2015ft² | |
Chief Executive Officer [Member] | Executive Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Base salary to be paid to related party | $ 75,000 | $ 125,000 | |
Initial term of employment agreement with related party | 3 years | ||
6400 Congress Avenue, Suite 2050, Boca Raton, Florida Property [Member] | |||
Operating Leased Assets [Line Items] | |||
Area of real estate space | ft² | 2,014 | 4,450 | |
Monthly base rent owed per operating lease agreement | $ 8,978 | ||
Period of monthly base rent | 12 months | ||
Percentage of escalation in monthly base rent | 3.00% | ||
Security deposit | $ 2,500 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)shares | |
Related Party Transaction [Line Items] | |
Dividend rate | 10.00% |
Stock issued during period | $ 790,000 |
Series A Stock [Member] | |
Related Party Transaction [Line Items] | |
Dividend rate | 10.00% |
Series B Stock [Member] | |
Related Party Transaction [Line Items] | |
Dividend rate | 10.00% |
Series D Stock [Member] | |
Related Party Transaction [Line Items] | |
Dividend rate | 10.00% |
Stock issued during period, shares | shares | 500,000 |
Stock issued during period | $ 250,000 |
Related Party Founder [Member] | Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Stock issued during period, shares | shares | 740,000 |
Stock issued during period | $ 370,000 |
Related Party Founder [Member] | Series A Stock [Member] | |
Related Party Transaction [Line Items] | |
Dividend rate | 10.00% |
Stock issued during period, shares | shares | 200,000 |
Stock issued during period | $ 100,000 |
Related Party [Member] | Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Stock issued during period, shares | shares | 40,000 |
Stock issued during period | $ 20,000 |
Related Party [Member] | Series A Stock [Member] | |
Related Party Transaction [Line Items] | |
Stock issued during period, shares | shares | 100,000 |
Stock issued during period | $ 50,000 |
Related Party [Member] | Series D Stock [Member] | |
Related Party Transaction [Line Items] | |
Dividend rate | 10.00% |
Stock issued during period, shares | shares | 500,000 |
Stock issued during period | $ 250,000 |
Related party, two [Member] | Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Stock issued during period, shares | shares | 400,000 |
Stock issued during period | $ 200,000 |
SHAREHOLDERS' EQUITY (Preferred
SHAREHOLDERS' EQUITY (Preferred Stock) (Details) - USD ($) | Jan. 10, 2015 | Jan. 31, 2015 | Sep. 30, 2015 | Mar. 20, 2015 | Dec. 31, 2014 | Sep. 22, 2014 | Dec. 23, 2013 | Nov. 01, 2013 |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par value per share | $ 0.01 | $ 0.01 | ||||||
Dividend rate | 10.00% | |||||||
Preferred stock dividends, shares issued | 289,425 | |||||||
Stock issued during period | $ 790,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred Stock, dividend payment terms | Holders of the Series A Stock shall be entitled to the payment of a 10 | |||||||
Dividend rate | 10.00% | |||||||
Automatic conversion period | 5 years | |||||||
Preferred stock dividend shares accrued | 160,000 | 127,589 | ||||||
Preferred stock dividends, shares issued | 160,000 | |||||||
Dividends payable, payment date | 2016-01 | |||||||
Series A Preferred Stock [Member] | Related Party Founder [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend rate | 10.00% | |||||||
Stock issued during period, shares | 200,000 | |||||||
Stock issued during period | $ 100,000 | |||||||
Series A Preferred Stock [Member] | Related Party [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares | 100,000 | |||||||
Stock issued during period | $ 50,000 | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred Stock, dividend payment terms | Holders of the Series B Stock shall be entitled to the payment of a 10% dividend payable of preferred shares outstanding 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. | |||||||
Dividend rate | 10.00% | |||||||
Automatic conversion period | 5 years | |||||||
Preferred stock dividend shares accrued | 100,000 | 71,507 | ||||||
Preferred stock dividends, shares issued | 100,000 | |||||||
Dividends payable, payment date | 2016-01 | |||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred Stock, dividend payment terms | Holders of the Series C Stock shall be entitled to the payment of a 10% dividend payable of preferred shares outstanding 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. | |||||||
Dividend rate | 10.00% | |||||||
Automatic conversion period | 5 years | |||||||
Preferred stock dividend shares accrued | 29,425 | 128,712 | ||||||
Preferred stock dividends, shares issued | 29,425 | |||||||
Dividends payable, payment date | 2016-01 | |||||||
Series D Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred Stock, dividend payment terms | Holders of the Series D Stock shall be entitled to the payment of a 10 | |||||||
Dividend rate | 10.00% | |||||||
Automatic conversion period | 5 years | |||||||
Preferred stock dividend shares accrued | 25,616 | |||||||
Dividends payable, payment date | 2016-01 | |||||||
Stock issued during period, shares | 500,000 | |||||||
Stock issued during period | $ 250,000 | |||||||
Series D Preferred Stock [Member] | Related Party [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend rate | 10.00% | |||||||
Stock issued during period, shares | 500,000 | |||||||
Stock issued during period | $ 250,000 |
SHAREHOLDERS' EQUITY (Common St
SHAREHOLDERS' EQUITY (Common Stock) (Details) | May. 28, 2015USD ($)$ / sharesshares | May. 22, 2015USD ($)$ / sharesshares | May. 01, 2015USD ($)$ / sharesshares | Jan. 19, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)item$ / sharesshares | Dec. 31, 2014$ / shares |
Stockholders' Equity [Line Items] | ||||||
Common stock issued for services, shares | shares | 5,000 | 50,000 | 2,000 | 400 | ||
Common stock, par value per share | $ 0.01 | $ 0.01 | ||||
Common stock issued for services | $ | $ 3,250 | $ 32,500 | $ 1,300 | $ 300 | $ 37,350 | |
Common stock issued for acquisition | $ | $ 262,500 | |||||
Share price (in dollars per share) | $ 0.75 | |||||
Stock Issued During Period, Value, New Issues | $ | $ 790,000 | |||||
Shares Issued, Price Per Share | $ 0.65 | $ 0.65 | $ 0.65 | $ 0.75 | $ 0.75 | |
Private Placement [Member] | ||||||
Stockholders' Equity [Line Items] | ||||||
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement, shares | shares | 1,580,000 | |||||
Stock Issued During Period, Value, New Issues | $ | $ 790,000 | |||||
Shares Issued, Price Per Share | $ 0.50 | |||||
Websites [Member] | ||||||
Stockholders' Equity [Line Items] | ||||||
Common stock issued for acquisition, shares | shares | 350,000 | |||||
Number of websites acquired | item | 2 | |||||
Common stock issued for acquisition | $ | $ 262,500 | |||||
Share price (in dollars per share) | $ 0.75 |
SHAREHOLDERS' EQUITY (Stock Inc
SHAREHOLDERS' EQUITY (Stock Incentive Plan and Stock Option Grants to Employees and Directors) (Narrative) (Details) - USD ($) | Mar. 23, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Apr. 01, 2013 | Apr. 20, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Forfeited | ||||||||
Stock option expiration term | 10 years | |||||||
Options exercisable, weighted-average exercise price | $ 0.22 | $ 0.22 | ||||||
Weighted average fair values of options granted (in dollars per share) | 0.43 | |||||||
Intrinsic value | $ 0 | |||||||
Non-cash stock-based stock option compensation | $ 13,480 | $ 10,573 | $ 42,604 | $ 51,898 | ||||
Non-cash stock option expense | 42,604 | |||||||
Unrecognized compensation cost | $ 58,611 | $ 58,611 | ||||||
Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options granted | 40,000 | |||||||
Stock option expiration term | 10 years | |||||||
Options exercisable, weighted-average exercise price | $ 0.75 | |||||||
Weighted average fair values of options granted (in dollars per share) | $ 0.4306 | |||||||
Fair value of options granted | $ 17,223 | |||||||
2011 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares reserved for issuance | 900,000 | |||||||
Maximum allowable annual shares granted to any individual | 180,000 | |||||||
Shares remaining for future issuance | 81,000 | 81,000 | ||||||
2013 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares reserved for issuance | 900,000 | |||||||
Maximum allowable annual shares granted to any individual | 180,000 | |||||||
Forfeited | 129,000 | |||||||
Shares remaining for future issuance | 44,000 | 44,000 | ||||||
2015 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares reserved for issuance | 1,000,000 | 1,000,000 | ||||||
Maximum allowable annual shares granted to any individual | 100,000 | |||||||
Shares remaining for future issuance | 1,000,000 | 1,000,000 |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Assumptions: | |||
Expected term (years) | 6 years 3 months | 6 years 3 months | |
Expected volatility | 63.00% | 80.00% | |
Risk-free interest rate | 1.56% | 0.38% | |
Dividend yield | 0.00% | 0.00% | |
Expected forfeiture rate | 0.00% | 0.00% | |
Number of Options | |||
Balance Outstanding, Beginning | 1,565,000 | ||
Granted | 40,000 | ||
Exercised | |||
Forfeited | |||
Expired | |||
Balance Outstanding, Ending | 1,605,000 | 1,565,000 | |
Exercisable, Ending | 1,123,500 | ||
Weighted Average Exercise Price | |||
Balance Outstanding, Beginning | $ 0.21 | ||
Granted | $ 0.75 | ||
Exercised | |||
Forfeited | |||
Expired | |||
Balance Outstanding, Ending | $ 0.31 | $ 0.21 | |
Exercisable, Ending | $ 0.22 | ||
Weighted Average Remaining Contractual Term | |||
Balance Outstanding | 6 years 9 months 18 days | 6 years 3 months 18 days | |
Exercisable, Ending | 6 years 1 month 6 days | ||
Aggregate Intrinsic Value | |||
Outstanding Balance | $ 349,983 | $ 317,986 | |
Exercisable, Ending | $ 317,986 |
SHAREHOLDERS' EQUITY (Schedul37
SHAREHOLDERS' EQUITY (Schedule of Information of Options Outstanding Under Option Plans) (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding (in shares) | shares | 1,605,000 |
Remaining Average Contractual Life (In Years) | 6 years 9 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 0.31 |
Number Exercisable (in shares) | shares | 1,123,500 |
Weighted Average Exercise Price (in dollars per share) | $ 0.22 |
Price Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range or Exercise Price, lower range | 0.14 |
Range or Exercise Price, upper range | $ 0.78 |
Number Outstanding (in shares) | shares | 1,605,000 |
Remaining Average Contractual Life (In Years) | 6 years 9 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 0.31 |
Number Exercisable (in shares) | shares | 1,123,500 |
Weighted Average Exercise Price (in dollars per share) | $ 0.22 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||||
Cash balance insured by FDIC | $ 250,000 | $ 250,000 | |||
Cash balance uninsured | $ 0 | $ 0 | $ 173,933 | ||
Percentage of advertising revenue from direct advertising and subscriptions | 70.00% | ||||
Percentage of advertising revenue from Google AdSense, a third-party provider | 30.00% | ||||
Total sales [Member] | Direct Product Sales [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | 2.00% | 7.00% | 1.00% | |
Citizens Watch Company of America, Inc [Member] | Products purchased [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 17.00% | 44.00% | 33.00% | 56.00% | |
Bulova Corporation [Member] | Products purchased [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 24.00% | 33.00% | 26.00% | 31.00% | |
Amazon [Member] | Total sales [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 64.00% | 72.00% | |||
eBay [Member] | Total sales [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 6.00% | 5.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 06, 2015 | Oct. 27, 2015 | Oct. 26, 2015 | Oct. 15, 2015 | May. 28, 2015 | May. 22, 2015 | May. 01, 2015 | Mar. 23, 2015 | Jan. 19, 2015 | Sep. 30, 2015 |
Subsequent Event [Line Items] | ||||||||||
Number of shares issued for service | 5,000 | 50,000 | 2,000 | 400 | ||||||
Stock option expiration term | 10 years | |||||||||
Exercise price of stock options (in dollars per share) | $ 0.22 | |||||||||
Weighted average fair values of options granted (in dollars per share) | $ 0.43 | |||||||||
Stock issued during period | $ 790,000 | |||||||||
Shares Issued, Price Per Share | $ 0.65 | $ 0.65 | $ 0.65 | $ 0.75 | $ 0.75 | |||||
Director [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock options granted | 40,000 | |||||||||
Stock option expiration term | 10 years | |||||||||
Exercise price of stock options (in dollars per share) | $ 0.75 | |||||||||
Fair value of options granted | $ 17,223 | |||||||||
Weighted average fair values of options granted (in dollars per share) | $ 0.4306 | |||||||||
Subsequent Event [Member] | Director & Officer Insurance [Member] | Flat Iron Capital [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Amount financed | $ 47,381 | |||||||||
Financing interest expense | $ 1,742 | |||||||||
Loan term | 9 years | |||||||||
Periodic loan payments | $ 5,247 | |||||||||
Periodic payments, frequency | Monthly | |||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Agreement term | 6 months | |||||||||
Consultant Fees | $ 30,000 | |||||||||
Number of shares issued for service | 42,000 | |||||||||
Monthly payment of consultant fees | $ 5,000 | |||||||||
Number of share issued for service per month | 7,000 | |||||||||
Subsequent Event [Member] | Director [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock options granted | 60,000 | |||||||||
Stock option expiration term | 10 years | |||||||||
Exercise price of stock options (in dollars per share) | $ 0.65 | |||||||||
Fair value of options granted | $ 22,391 | |||||||||
Weighted average fair values of options granted (in dollars per share) | $ 0.3732 | |||||||||
Subsequent Event [Member] | Executive officer and director [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock options granted | 100,000 | |||||||||
Stock option expiration term | 10 years | |||||||||
Exercise price of stock options (in dollars per share) | $ 0.65 | |||||||||
Fair value of options granted | $ 37,318 | |||||||||
Weighted average fair values of options granted (in dollars per share) | $ 0.3732 | |||||||||
Subsequent Event [Member] | Related Party Founder and CEO [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock issued during period | $ 100,000 | |||||||||
Stock issued during period, shares | 200,000 | |||||||||
Shares Issued, Price Per Share | $ 0.50 |