Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 20, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Bright Mountain Media, Inc. | |
Entity Central Index Key | 1,568,385 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 46,168,864 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 123,292 | $ 162,795 |
Accounts Receivable, net | 223,396 | 157,013 |
Prepaid Expenses and Other Current Assets | 71,727 | 132,950 |
Inventories | 984,522 | 1,127,072 |
Total current assets | 1,402,937 | 1,579,830 |
Fixed Assets, net | 94,382 | 99,001 |
Intangible Assets, net | 1,231,776 | 967,114 |
Goodwill | 502,823 | |
Tradenames | 300,000 | 150,000 |
Other Assets | 49,497 | 184,400 |
Total Assets | 3,581,415 | 2,980,345 |
Current Liabilities | ||
Accounts Payable and Accrued Expense | 525,308 | 654,140 |
Accrued Interest | 50,347 | 11,111 |
Accrued Interest to Related Party | 16,550 | 5,592 |
Premium Finance Loan Payable | 53,643 | |
Deferred Rent | 16,692 | |
Other Current Liabilities | 16,237 | |
Notes Payable | 926,766 | 500,000 |
Total Current Liabilities | 1,551,900 | 1,224,486 |
Long Term Debt to Related Parties, net of debt discount of $887,855 and $389,095 | 1,147,145 | 185,905 |
Total Liabilities | 2,699,045 | 1,410,391 |
Commitments and contingencies (See Note 9) | ||
Shareholders' Equity | ||
Common stock, par value $0.01, 324,000,000 shares authorized, 46,168,864 issued and outstanding and 44,901,531 issued and outstanding, respectively | 461,689 | 449,016 |
Additional paid-in capital | 11,343,468 | 9,944,744 |
Accumulated Deficit | (10,928,787) | (8,824,806) |
Total shareholders' equity | 882,370 | 1,569,954 |
Total liabilities and shareholders' equity | 3,581,415 | 2,980,345 |
Series A Preferred Stock [Member] | ||
Shareholders' Equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 600,000 and 100,000 shares issued and outstanding | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Shareholders' Equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 600,000 and 100,000 shares issued and outstanding | ||
Series C Preferred Stock [Member] | ||
Shareholders' Equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 600,000 and 100,000 shares issued and outstanding | ||
Series D Preferred Stock [Member] | ||
Shareholders' Equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 600,000 and 100,000 shares issued and outstanding | ||
Series E Preferred Stock [Member] | ||
Shareholders' Equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 600,000 and 100,000 shares issued and outstanding | $ 5,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt discount | $ 887,855 | $ 389,095 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 600,000 | 100,000 |
Preferred stock, shares outstanding | 600,000 | 100,000 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 324,000,000 | 324,000,000 |
Common stock, shares issued | 46,168,864 | 44,901,531 |
Common stock, shares outstanding | 46,168,864 | 44,901,531 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 500,000 | 0 |
Preferred stock, shares outstanding | 500,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Product Sales | $ 589,402 | $ 292,235 | $ 1,713,688 | $ 976,056 |
Revenues from Advertising | 131,223 | 113,502 | 334,856 | 313,266 |
Total revenues | 720,625 | 405,737 | 2,048,544 | 1,289,322 |
Cost of sales - Product | 387,360 | 229,391 | 1,116,465 | 732,536 |
Cost of Revenues - Advertising | 4,396 | 826 | 16,758 | 5,202 |
Gross profit | 328,869 | 175,520 | 915,321 | 551,584 |
Selling, general and administrative expenses | 801,307 | 686,802 | 2,750,275 | 2,205,855 |
Loss from operations | (472,438) | (511,282) | (1,834,954) | (1,654,271) |
Other income (expense) | ||||
Interest income | 232 | 11 | 451 | 21 |
Interest expense | 20,883 | (48,868) | ||
Interest expense - related party | (95,478) | (297,130) | (220,610) | (335,015) |
Total other income (expense) | (74,363) | (297,119) | (269,027) | (334,994) |
Net loss before income taxes | (546,801) | (808,401) | (2,103,981) | (1,989,265) |
Income taxes | ||||
Net loss | (546,801) | (808,401) | (2,103,981) | (1,989,265) |
Preferred stock dividends | ||||
Series A, Series B, Series C, Series D, and Series E preferred stock | 1,122 | 60,339 | 3,849 | 278,525 |
Total preferred stock dividends | 1,122 | 60,339 | 3,849 | 278,525 |
Net loss attributable to common shareholders | $ (547,923) | $ (868,740) | $ (2,107,830) | $ (2,267,790) |
Basic and diluted net loss per share | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.06) |
Weighted average shares outstanding - basic and diluted | 45,126,811 | 40,848,279 | 44,973,345 | 38,220,591 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 1,000 | $ 449,016 | $ 9,944,744 | $ (8,824,806) | $ 1,569,954 |
Balance, shares at Dec. 31, 2016 | 100,000 | 44,901,531 | |||
Common stock issued for services ($0.850/share) | $ 36 | 3,024 | 3,060 | ||
Common stock issued for services ($0.850/share), shares | 3,600 | ||||
Common stock issued for 10% dividend payment pursuant to Series A preferred stock Subscription Agreements | $ 100 | (100) | |||
Common stock issued for 10% dividend payment pursuant to Series A preferred stock Subscription Agreements, shares | 10,000 | ||||
Issuance of Series E preferred Stock ($0.40/share) | $ 5,000 | 195,000 | 200,000 | ||
Issuance of Series E preferred Stock ($0.40/share), shares | 500,000 | ||||
Stock option compensation expense | 95,821 | 95,821 | |||
Common stock issued as compensation | $ 285 | 22,515 | 22,800 | ||
Common stock issued as compensation, shares | 28,500 | ||||
Beneficial conversion feature | 615,625 | 615,625 | |||
Common stock issued for cash ($0.40/share) | $ 1,250 | 48,750 | 50,000 | ||
Common stock issued for cash ($0.40/share), shares | 125,000 | ||||
Common stock issued in acquisition | $ 11,002 | 418,089 | 429,091 | ||
Common stock issued in acquisition, shares | 1,100,233 | ||||
Net loss for the nine months ended September 30, 2017 | (2,103,981) | (2,103,981) | |||
Balance at Sep. 30, 2017 | $ 6,000 | $ 461,689 | $ 11,343,468 | $ (10,928,787) | $ 882,370 |
Balance, shares at Sep. 30, 2017 | 600,000 | 46,168,864 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Series A Preferred Stock [Member] | |
Preferred stock dividend rate | 10.00% |
Series E Preferred Stock [Member] | |
Equity issuance price per share | $ 0.40 |
Common Stock One [Member] | |
Equity issuance price per share | 0.850 |
Common Stock Two [Member] | |
Equity issuance price per share | $ 0.40 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (2,103,981) | $ (1,989,265) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 18,925 | 10,025 |
Amortization of debt discount | 116,863 | 305,115 |
Amortization | 227,418 | 186,007 |
Stock option compensation expense | 95,821 | 107,193 |
Common stock issued for services | 25,860 | 64,110 |
Product refund reserve | 12,642 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 35,663 | (34,485) |
Inventory | 142,550 | 7,842 |
Prepaid expenses and other current assets | 102,751 | 1,446 |
Accounts payable and accrued expense | (194,163) | 53,679 |
Accrued interest | 39,236 | |
Accrued interest - related party | 10,958 | |
Other current liabilities | (557) | |
Deferred rents | 16,692 | |
Other assets | 93,375 | (118,436) |
Net cash used in operating activities | (1,372,589) | (1,394,127) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (14,305) | (35,036) |
Purchase of websites | (142,925) | |
Cash paid for acquisition, net of cash received | (199,573) | |
Net cash used in investing activities | (213,878) | (177,961) |
Cash flows from financing activities: | ||
Proceeds from issuance of common and preferred stock | 250,000 | 800,000 |
Repayments on insurance premium notes payable | (53,643) | (41,758) |
Repayment of Notes Payable | (109,393) | |
Long-term debt - Related parties | 1,460,000 | 500,000 |
Net cash provided by financing activities | 1,546,964 | 1,258,242 |
Net decrease in cash | (39,503) | (313,846) |
Cash at beginning of period | 162,795 | 416,187 |
Cash at end of period | 123,292 | 102,341 |
Supplemental disclosure of cash flow information | ||
Cash paid for: Interest | 92,783 | 25,367 |
Cash paid for: Income taxes | ||
Non-cash investing and financing activities | ||
Premium finance loan payable recorded as prepaid | 18,885 | 43,402 |
Payable for purchase of website | 150,000 | |
Conversion of convertible notes payable and accrued interest into common stock | 603,600 | |
Beneficial conversion of debt discount to additional paid-in capital | 615,625 | 289,000 |
Discount recognized relative to website acquisition payable | 32,732 | |
Common stock issued for acquisition of Daily Engage Media | 429,091 | |
Notes payable issued for acquisition of Daily Engage Media | $ 380,000 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2016shares | |
Common Series A, Series B, Series C, and Series D Stock [Member] | |
Common shares issued as dividends | 809,475 |
Convertible preferred stock Series A, Series B, Series C, and Series D [Member] | |
Number of shares issued | 5,100,000 |
Conversion of stock shares issued | 5,100,000 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
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 Media, Inc. 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. Its wholly owned subsidiary, Bright Watches, LLC was formed as a Florida limited liability company in December 2015, and Daily Engage Media Group LLC (“Daily Engage Media”) was formed as a New Jersey limited liability company in February 2015. When used herein, the terms "BMTM, " the "Company," "we," "us," "our" or "Bright Mountain" refers to Bright Mountain Media, Inc. and its subsidiaries. The Company is a digital media holding company for online assets targeting and servicing the military and public safety markets. The Company owns and manages 24 websites which are customized to provide our niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with information and news that we believe may be of interest to them. Coupled with its recently acquired wholly owned subsidiary, Daily Engage Media, the Company has evolved to place its emphasis on providing quality content on its websites to drive traffic increases so that it can monetize these visits through advertising revenue. We generate revenues from two segments, product sales and advertising. The advertising segment consists primarily of advertising revenue and a small amount of subscription and service revenue. On December 16, 2016, with an effective date of December 15, 2016, under the terms of an Asset Purchase Agreement, the Company acquired the assets, constituting the Black Helmet Apparel business (“Black Helmet Apparel”), from Sostre Enterprises, Inc. Assets acquired included various website properties and content, social media content, inventory and other intellectual property rights. The Black Helmet Apparel line of apparel features clothing and accessories focused on first responders. On September 19, 2017, under the terms of an Amended and Restated Membership Interest Purchase Agreement with Daily Engage Media, and its members, the Company acquired 100% of the membership interests of Daily Engage Media. Launched in 2015, Daily Engage Media is an ad network that connects advertisers with approximately 200 digital publications worldwide. 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, 2017 and the consolidated financial position as of September 30, 2017 have been made. The results of operations for such interim period are 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. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates Our consolidated financial statements are prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). These accounting principles require management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying consolidated financial statements include revenue recognition, 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 and the valuation of equity based transactions. 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 Accounting Standards Codification (“ASC”) 820 “ Fair Value Measurements and Disclosures 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 60 or net 90 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Inventories Inventories consist of finished goods and 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, “ Revenue Recognition • 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 and; • Advertising revenues are generated by users “clicking” on website advertisements utilizing several ad network partners. Revenues are recognized net of their fees for Company owned websites upon receipt of payment by the ad network partner since the revenue is not determinable until it is received; and The Company follows the guidance of ASC 605-50-25, “ Revenue Recognition, Customer Payments Our Daily Engage Media subsidiary is an Advertising Exchange Company that matches advertisers with publishers. Revenue is generated and recognized when ads appear and are viewed on websites in the Company’s portfolio. Cost of Sales and Cost of Revenues Components of costs of sales for the products segment include product costs, shipping costs to customers and any inventory adjustments for product sales. Cost of revenue for the advertising segment consists of revenue share payments to media providers and website publishers that are directly related to a revenue-generating event. The Company becomes obligated to make the revenue share payments in the period the advertising impressions, click-throughs, actions or lead-based information are delivered or occur. 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 five to seven years for office furniture and equipment, and five years for computer equipment. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets with a purchase price below our capitalization threshold of $500 are expensed as incurred. Website Development Costs The Company accounts for its website development costs in accordance with ASC 350-50, “ Website Development Costs 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 years. As of September 30, 2017 and 2016, 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 intangible assets. The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10 “ Accounting for the Impairment or Disposal of Long-Lived Assets Website acquisition costs, including related customer relationships and non-compete agreements, are amortized over three to 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 amortization loss is included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended September 30, 2017 and 2016, non-cash amortization expense was $75,876 and $61,582, respectively. For the nine months ended September 30, 2017 and 2016, non-cash amortization expense was $227,418 and $186,007, respectively. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees for services in accordance with ASC 718 “ Compensation – Stock Compensation Equity-Based Payments to Non-Employees 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 three months ended September 30, 2017 and 2016, advertising, marketing and promotion expense was $66,436 and $3,050, respectively. For the nine months ended September 30, 2017 and 2016, advertising, marketing and promotion expense was $231,669 and $15,156, respectively. Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. The Company follows the provisions of ASC 740-10 Accounting for Uncertain Income Tax Positions. As of September 30, 2017, tax years 2016, 2015, and 2014 remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. Basic and Diluted Net Earnings (Loss) Per Common Share In accordance with ASC 260-10 “ Earnings Per Share Segment Information In accordance with the provisions of ASC 280-10, “ Disclosures about Segments of an Enterprise and Related Information Recent Accounting Pronouncements In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers Revenue Recognition Revenue Recognition – Construction-Type and Production-Type Contracts In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements - Going Concern In July 2015, FASB issued ASU No. 2015-11 , “Inventory (Topic 330): Simplifying the Measurement of Inventory . In February 2016, the FASB issued ASU 2016-02 “ Leases In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU 2016–10 “Revenue from Contract with Customers (ASC 606): Identifying Performance Obligations and Licensing.” In April 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2017 | |
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 $2,103,981 and used cash in operating activities of $1,372,589 for the nine months ended September 30, 2017. The Company had an accumulated deficit of $10,928,787 at September 30, 2017. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from related parties to sustain its current level of operations. Management plans to continue to raise additional capital through private placements and is exploring additional avenues for future fund-raising through both public and private sources. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS. On January 2, 2016, the Company closed the acquisition of warisboring.com pursuant to the terms and conditions of the Website Asset Purchase Agreement dated December 4, 2015 for an aggregate purchase price of $250,000. The purchase price consisted of a cash payment of $100,000 at the January 4, 2016 closing and the balance of $150,000, payable monthly in an amount equal to 30% of the net revenues from the website, when collected, with the total amount of the earn out to be paid by January 4, 2019. The Company recorded the future monthly payments totaling $150,000 at a present value of $117,268, net of discount of $32,732. The present value was calculated at a discount rate of 12% (which is the Company’s then most recent borrowing rate) using the estimated future revenues from the website to estimate the payment dates. The estimated future revenues from the website were based on the average historical monthly revenues from the website prior to the Company’s acquisition. During the nine months ended September 30, 2017 and 2016, the Company amortized $8,183 and $8,184, respectively, of this discount. The acquisition was accounted following ASC 805 “ Business Combinations Customer and related relationships $ 39,578 Website 177,690 Total $ 217,268 The above estimated fair value of the intangible assets is based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the asset acquired, with the corresponding offset to website. After the preliminary purchase price allocation period, we record adjustments to assets acquired subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. In the year following this transaction, we did not record any adjustments to our initial allocations. On February 2, 2016, the Company entered into a Website Asset Purchase Agreement with unrelated third parties for a purchase price of $15,000 in cash. The acquisition was accounted for following ASC 805 "Business Combinations." On December 16, 2016, with an effective date of December 15, 2016 under the terms of the Asset Purchase Agreement, we acquired the assets constituting the Black Helmet Apparel business from Sostre Enterprises, Inc., including various website properties and content, social media content, inventory and other intellectual property rights. The consideration for the acquisition consisted of $250,000 in cash, 200,000 shares of our common stock valued at $170,000, the assumption of $40,000 in liabilities and the forgiveness of working capital advances we had previously made to the seller totaling $200,000. A summary of assets acquired is as follows: Inventory $ 58,000 Intangibles – website 80,000 Intangibles – trade name 150,000 Intangibles – customer relationships 252,000 Intangibles – non-compete agreements 120,000 Total assets acquired $ 660,000 Pro forma results The following table sets forth a summary of the unaudited pro forma results of the Company as if the acquisition of the assets constituting the Black Helmet Apparel business which was closed in December 2016 and the acquisition of Daily Engage Media which closed in September 2017, had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the assets been acquired as of the first day of the periods presented. Three Months Nine Months September 30, September 30, 2016 2016 Total revenue $ 925,691 $ 2,416,562 Total expenses 1,989,494 5,064,116 Preferred stock dividend 60,339 278,525 Net loss attributable to common shareholders $ (1,124,142 ) $ (2,926,079 ) Basic and diluted net loss per share $ (0.03 ) $ (0.07 ) At September 30, 2017 and December 31, 2016, respectively, intangible assets consisted of the following: September 30, December 31, 2017 2016 Intangible Assets $ 2,040,239 $ 1,739,179 Less: Accumulated Amortization (617,443 ) (581,045 ) Less: Impairment Loss (191,020 ) (191,020 ) Intangible Assets, net $ 1,231,776 $ 967,114 Non-cash amortization expense for the three and nine month periods ending September 30, 2017 and 2016 was $75,876 and $61,582, respectively and $227,418 and $186,007, respectively. In connection with the acquisition of the Black Helmet Apparel business, the Company recognized $150,000 attributable to tradenames acquired. On March 3, 2017 the Company entered into a Membership Interest Purchase Agreement with Daily Engage Media, and its members Harry G. Pagoulatos, George G. Rezitis and Angelos Triantafillou (collectively, the "Members"). On September 19, 2017 the parties entered into an Amended and Restated Membership Interest Purchase Agreement which modified certain terms of the original agreement. The original agreement, as amended, is referred to as the "Daily Engage Purchase Agreement." Following the execution of the amendment, on September 19, 2017 the parties closed the transaction pursuant to which the Company acquired 100% of the membership interests of Daily Engage Media in exchange for the following consideration: · $380,000 paid through the delivery of unsecured, interest free, one year promissory notes (the "Closing Notes"); · an aggregate of 1,100,223 shares of our common stock valued at $429,091 (the "Consideration Shares"); and · the forgiveness of $204,411 in working capital we had previously advanced Daily Engage Media. At the request of the Members and included as part of the Closing Notes and Consideration Shares, a portion of the closing consideration, including an $80,000 principal amount Closing Note together with 275,058 Consideration Shares, were issued to Mr. Vinay Belani, a third party with whom Daily Engage Media has a business relationship and are included in the above figures Under the terms of the Daily Engage Purchase Agreement, upon Daily Engage Media achieving certain revenue and operating income tests, we agreed to issue additional consideration as follows: · if Daily Engage Media's revenues are at least $20,228,954, and it has operating income of at least $3,518,623 (the "Year-One Daily Engage Target") during the first 12 months following the closing date (the "Year-One Earn out Period") as determined by us in accordance with GAAP, we agreed to pay the Members and Mr. Belani collectively an additional $500,000 in cash and issue an additional 1,008,547 shares of our common stock (the "Year-One Earn out Shares"); · if Daily Engage Media's revenues are at least $60,385,952, and operating income of at least $11,380,396 (the "Year-Two Daily Engage Target") during the first 12 months following the Year-One Earnout Period (the "Year-Two Earnout Period") as determined by us in accordance with GAAP, we agreed to pay the Members and Mr. Belani an additional $500,000 in cash and issue an additional 796,221 shares of our common stock (the "Year-Two Earnout Shares"). In addition, if the Year-Two Daily Engage Target is met, at the time of payment of the Year-Two Earnout Shares and the year-two earnout cash, the Members and Mr. Belani collectively will also be entitled to receive the Year-One Earnout Shares and the year-one earnout cash to the extent not previously received; and · if Daily Engage Media's revenues are at least $96,512,204, and it has operating income of at least $18,524,967 (the "Year-Three Daily Engage Target") during the 12 months following the Year-Two Earnout Period (the "Year-Three Earnout Period") as determined by us in accordance with GAAP, we agreed to pay the Members and Mr. Belani an additional $550,000 in cash and issue an additional 723,523 shares of our common stock (the "Year-Three Earnout Shares"). In addition, if the Year-Three Daily Engage Target is met, at the time of payment of the Year-Three Earnout Shares and the year-three earnout cash, the Members and Mr. Belani collectively will also be entitled to receive the Year-One Earnout Shares, the year-one earnout cash, the Year-Two Earnout Shares and the year-two earnout cash, to the extent not previously received. The final accounting for the acquisition of Daily Engage Media has not been completed and will be completed during the first quarter of 2018. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Tangible assets acquired $ 106,534 Liabilities assumed (237,855 ) Exchange platform 50,000 Tradename 150,000 Customer relationships 250,000 Non-compete agreements 192,000 Goodwill 502,823 Total purchase price $ 1,013,502 At this time we do not expect that goodwill will be tax deductible. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES. At September 30, 2017 and December 31, 2016 inventories consisted of the following: September 30, December 31, 2017 2016 Product inventory: clocks and watches $ 788,851 $ 982,283 Product inventory: Black Helmet Apparel and GoPoliceBlotter.com 195,671 144,789 Total inventory balance $ 984,522 $ 1,127,072 |
PREPAID COSTS AND EXPENSES
PREPAID COSTS AND EXPENSES | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID COSTS AND EXPENSES | NOTE 5 – PREPAID COSTS AND EXPENSES. At September 30, 2017 and December 31, 2016, prepaid expenses and other current assets consisted of the following: September 30, December 31, 2017 2016 Prepaid rent $ 27,199 $ 46,523 Prepaid insurance 18,885 84,825 Prepaid expense 15,529 — Prepaid inventory 10,114 1,602 Prepaid Expenses and Other Current Assets $ 71,727 $ 132,950 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT. At September 30, 2017 and December 31, 2016, property and equipment consisted of the following: September 30, December 31, Depreciable Life 2017 2016 (Years) Furniture and Fixtures $ 76,671 $ 70,108 7 Computer Equipment 59,511 56,142 5 Leasehold Improvements 39,385 35,011 10 Total Fixed Assets 175,567 161,261 Less: Accumulated Depreciation (81,185 ) (62,260 ) Total Fixed Assets, net $ 94,382 $ 99,001 Non-cash depreciation expense for the three and nine months ending September 30, 2017, respectively, and was $6,777 and $18,925 and $3,346 and $10,025 for the three and nine months ended September 30, 2016, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 7 – SEGMENT INFORMATION. The Company has two identifiable segments as of September 30, 2017; products and advertising. The products segment sells merchandise directly to customers thorough e-commerce distributor portals such as Amazon and eBay and through our proprietary websites and retail location. The advertising segment is focused on producing advertising revenue generated by users “clicking” on website advertisements utilizing several ad network partners and direct advertisers. The following information represents segment activity for the three and nine month periods ended September 30, 2017 and 2016. For the three months ended September 30, 2017 For the three months ended September 30, 2016 Products Advertising Total Products Advertising Total Revenues $ 589,402 $ 131,233 $ 720,625 $ 292,235 $ 113,502 $ 405,737 Intangible assets amortization $ — $ 75,876 $ 75,876 $ — $ 61,582 $ 61,582 Depreciation $ 6,440 $ 337 $ 6,777 $ 2,426 $ 920 $ 3,346 Income/(Loss) from operations $ (541,619 ) $ 69,181 $ (472,438 ) $ (300,803 ) $ (210,479 ) $ (511,282 ) Segment assets $ 1,429,824 $ 2,151,591 $ 3,581,415 $ 1,352,158 $ 856,317 $ 2,208,475 Purchase of assets $ — $ 199,573 $ 199,573 $ 29,415 $ 11,688 $ 41,103 For the nine months ended September 30, 2017 For the nine months ended September 30, 2016 Products Advertising Total Products Advertising Total Revenues $ 1,713,688 $ 334,856 $ 2,048,544 $ 976,056 $ 313,266 $ 1,289,322 Intangible assets amortization $ — $ 227,418 $ 227,418 $ — $ 186,007 $ 186,007 Depreciation $ 16,725 $ 2,200 $ 18,925 $ 8,299 $ 1,726 $ 10,025 Loss from operations $ (1,386,894 ) $ (448,060 ) $ (1,834,954 ) $ (988,648 ) $ (665,623 ) $ (1,654,271 ) Segment assets $ 1,429,824 $ 2,151,591 $ 3,581,415 $ 1,352,158 $ 856,317 $ 2,208,475 Purchase of assets $ 14,305 $ 199,573 $ 213,878 $ 35,036 $ 142,925 $ 177,961 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE. Long Term Debt to Related Parties, net Following the conversion of outstanding notes in August 2016, the Company issued a series of 12%, 10%, and 6% convertible promissory notes that have conversion prices that create a beneficial conversion to a related party, who is our Chief Executive Officer. These notes mature five years from issuance and are convertible at the option of the holder into shares of common stock at any time prior to maturity at conversion prices of $0.40 or $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion features is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest over the five-year life of the note using the effective interest method. A summary of these note issuances to a related party at December 31, 2016 and September 30, 2017 is as follows: Issuance Date Maturity Date Principal Discount Amortization Carry Amortization Carry 09/26/16 09/26/21 $ 100,000 $ 70,000 $ 3,692 $ 33,692 $ 10,500 $ 44,192 10/14/16 10/14/21 100,000 70,000 3,024 33,024 10,500 43,524 10/31/16 10/31/21 100,000 70,000 2,372 32,372 10,500 42,872 11/03/16 11/03/21 50,000 35,000 1,120 16,120 5,250 21,370 11/11/16 11/11/21 100,000 70,000 1,934 31,934 10,500 42,434 11/21/16 11/21/21 50,000 35,000 775 15,775 5,250 21,025 12/15/16 12/15/21 75,000 52,500 488 22,988 7,874 30,864 01/19/17 01/19/22 100,000 70,000 — — 9,823 39,823 02/06/17 02/06/22 100,000 70,000 — — 9,061 39,061 02/24/17 02/24/22 50,000 35,000 — — 3,708 18,708 03/07/17 03/07/22 100,000 70,000 — — 7,941 37,941 04/03/17 04/03/22 75,000 45,000 — — 4,500 34,500 04/10/17 04/10/22 75,000 45,000 — — 4,250 34,250 04/19/17 04/19/22 50,000 30,000 — — 2,683 22,683 05/01/17 05/01/22 50,000 30,000 — — 2,500 22,500 05/11/17 05/11/22 75,000 22,500 — — 1,742 54,242 05/24/17 05/24/22 75,000 45,000 — — 3,484 33,484 06/08/17 06/08/22 100,000 30,000 — — 1,883 71,883 06/27/17 06/27/22 100,000 30,000 — — 1,567 71,567 07/12/17 07/12/22 50,000 5,000 — — 220 45,220 07/26/17 07/26/22 135,000 50,625 — — 1,851 86,226 07/27/17 07/27/22 25,000 9,375 — — 338 15,963 08/01/17 08/01/22 75,000 28,125 — — 938 47,813 08/10/17 08/10/22 25,000 — — — — 25,000 08/23/17 08/23/22 50,000 — — — — 50,000 08/28/17 08/28/22 75,000 — — — — 75,000 08/30/17 08/30/22 75,000 — — — — 75,000 $ 1,525,000 $ 925,000 $ 13,405 $ 185,905 $ 116,863 $ 1,147,145 Amortization of debt discount totaled $116,863 and $305,115 at September 30, 2017 and 2016, respectively. Notes Payable On November 30, 2016, the Company entered into a promissory note agreement with an unaffiliated party in the principal amount of $500,000. The note is unsecured, carries an interest rate of 25% per annum payable in arrears at maturity. The note matures November 30, 2017 and may be prepaid at any time without notice or prepayment penalty. In the event of default of any loan provision, the lender can declare all or any portion of the unpaid principal and interest immediately due and payable. On September 30,2017, the note was amended, extending the maturity to December 31,2017 and reducing the interest rate to 10%. In addition, the note holder reduced the accrued interest due under the note from approximately $106,000 to $50,000 at September 20,2017. This reduction in accrued interest of approximately $56,000 was taken in the third quarter of 2017. Accrued interest on this note totaled $50,347 at September 30, 2017. As a part of the acquisition of Daily Engage Media the Company assumed two Notes Payable to Gibraltar Capital Advances, LLC and Complete Business Solutions Group, Inc. in the amounts of $26,618 and $20,148, respectively. The Company also issued promissory notes in the amount of $380,000 payable to three Daily Engage Media members and a third party, with whom they have a business relationship. The notes mature on September 19, 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – 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 square feet to approximately 4,450 square feet. The term of the lease was extended and will terminate on March 14, 2019 at a current base rent of for a term of approximately $8,978 per month for the first twelve months with a 3% escalation each year. An additional security deposit of $2,500 was required. Rent is all-inclusive and includes electricity, heat, air-conditioning, and water. The original rent commencement date was October 11, 2014 and will expire on March 14, 2019. The Company leases retail space for its product sales division at 4900 Linton Boulevard, Bay 17A, Delray Beach, FL 33445 under a long-term, non-cancellable lease agreement, which contains renewal options. The lease, which was entered into on August 25, 2014, is for approximately 2,150 square feet for a term of 36 months in Delray Beach, Florida at a base rent of approximately $2,329 per month for the first twelve months with a 3% escalation each year. A security deposit of $3,865, first month's prepaid rent of $3,865, and last month's prepaid rent of $4,015 was paid upon lease execution. The lease is a triple net lease. Common area maintenance is approximately $1,317 per month for the first twelve months with annual escalations not to exceed 4%. The rent commencement date was October 1, 2014 and was initially set to expire on September 30, 2017. In January 2017, this lease was modified and extended concurrent with the expansion of our retail space in the same location. In January 2017, the Company entered into an additional lease and modified and extended our existing lease for our retail site. The new lease agreement provides for an additional 2,720 square feet adjacent to our existing Delray Beach FL location commencing February 1, 2017, and expiring January 31, 2022. This lease provides for one month’s free rent, an initial monthly base rental of $1,757, representing a one-half reduction in rental payments for the first year as an accommodation. Minimum base rental for year two is $3,513 per month, escalating 3% per year thereafter. The Company also provided a $10,000 security deposit and prepaid $96,940 in future rents on the facility through the funding of certain leasehold improvements. Prepaid rent totaled $56,199 at September 30, 2017. Simultaneously, the Company modified our existing lease on the initial space, extending this lease to coincide with the new space, expiring January 31, 2022, at an initial base rental of $2,471 per month, escalating 3% per year thereafter. On December 16, 2016, with an effective date of December 15, 2016 under the terms of the Asset Purchase Agreement, we acquired the assets constituting the Black Helmet Apparel business including various website properties and content, social media content, inventory and other intellectual property rights. (See Note 3) We also acquired the right to assume the lease of their warehouse facility consisting of approximately 2,667 square feet. The lease was renewed for a three-year term in April 2016 with an initial base rental rate of $1,641 per month, and escalating at approximately 3% per year thereafter. Rent expense for the three months ended September 30, 2017 and 2016 was $72,155 and $32,053, respectively and for the nine months ended September 30, 2017 and 2016 was $190,080 and $112,785, respectively. Legal From time-to-time, we may be involved in litigation or be subject to claims arising out of our operations or content appearing on our websites in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on our company because of defense and settlement costs, diversion of management resources and other factors. Other Commitments The Company entered into various contracts or agreements in the normal course of business, which may contain commitments. During the nine months ended September 30, 2017 and 2016, the Company entered into agreements with third party vendors to supply website content and data, website software development, advertising, public relations, and legal services. All of these commitments contain provisions whereby either party may terminate the agreement with specified notice, normally 30 days, and with no further obligation on the part of either party. During the years ended December 31, 2016 and 2015, the Company entered into agreements with third parties related to websites acquired during the respective periods as further discussed in Note 3. In connection with the two acquisitions made in 2016, the Company entered into a management agreement associated with the WarIsBoring website at $5,000 per month through November 18, 2018, and two service agreements in connection the Black Helmet Apparel acquisition at $6,250 per month, each, through December 15, 2019, plus the ability to earn bonuses ranging from $50,000 for the year ending December 31, 2017 to $100,000 for the year ending December 31, 2019 each based upon the satisfaction of certain revenue and gross margin targets. These agreements may be terminated with six months written notice. Future contingent milestone payments under the acquisitions made in 2015 totaled approximately $210,000 and $210,000 for 2017 and 2016, respectively. Total payments for the nine month periods ended September 30, 2017 and 2016 were $112,500 and $0, respectively. Contractual commitments remaining under various acquisition related agreements total: $245,000 in 2017; $205,000 in 2018; $144,000 in 2019 and $0 for 2020 and 2021, respectively. The Company entered into an Executive Employment Agreement with our Chief Executive Officer, with an effective date of June 1, 2014. Under the initial terms of this agreement, the Company would compensate the Chief Executive Officer with a base salary of $75,000 annually, and he is entitled to receive discretionary bonuses as may be awarded by the Company's board of directors from time to time. The initial term of the agreement is three years, and the Company may extend it for an additional one-year period upon written notice at least 180 days prior to the expiration of the term. The Chief Executive Officer's base annual salary was increased to $77,500 in January 2015, $96,000 in July 2015, and to $125,000 effective October 1, 2015 upon recommendation of the Compensation Committee of the board of directors. In May 2016 the Chief Executive Officer suggested and orally agreed to a voluntary reduction in his base salary to $95,000 per annum. 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 the Company 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 Amended and Restated By-laws. On April 1, 2017 the Company entered into the First Amendment to the Executive Employment Agreement with our Chief Executive Officer. Under the terms of the amendment, the term of his employment was extended to April 1, 2020, which may be further extended for additional one year periods upon 180 day’s notice by us to him. Under the terms of the amendment, Mr. Speyer's base salary was increased to $165,000 annually and he is entitled to earn annual performance bonuses, beginning with the year ending December 31, 2017, ranging from 25% to 80% of his base salary upon our achievement of certain annual revenue and EBITDA targets. All other terms and conditions of his employment agreement remain in full force. On September 19, 2017 in connection with the closing of the acquisition of Daily Engage Media, we entered into three-year employment agreements with Messrs. Harry G. Pagoulatos and George G. Rezitis, two of the members. Mr. Pagoulatos and Mr. Rezitis will serve as chief operating officer and chief technology officer, respectively, of our Daily Engage Media Group. The terms of the employment agreements are identical except for the amount of base salary each individual will receive. We agreed to pay Mr. Pagoulatos an annual base salary of $60,000 during the first year of the term of his employment agreement, which increases to $75,000 annually for the remainder of the term. We agreed to pay Mr. Rezitis an annual base salary of $70,000 during the first year of the term of his employment agreement, which increases to $75,000 annually for the remainder of the term. Both employees are entitled to receive a discretionary bonus as may be awarded by our board of directors in their sole discretion, as well as participation in executive benefit programs we may offer, paid vacation and reimbursement for business expenses. The employment agreements may be terminated upon the death or disability of the employee, by us with or without cause or by the employee. If the employment agreement is terminated upon the employee's death or disability, we are obligated to continuing paying the base salary for a period of 60 days following termination. If the employment agreement is terminated by us for cause (as defined in the agreement) or by the employee, the employee is not entitled to receive any severance or other compensation after the date of termination. If we terminate the employment agreement without cause, we are obligated to pay the base salary and executive benefits for one year following the date of termination. The employment agreements contain customary confidentiality, non-compete and indemnification provisions. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 10 – RELATED PARTIES. As discussed more fully in Note 8, section titled “Long Term Debt to Related Parties, net”, in 2017 and 2016, the Company issued a series of convertible promissory notes to our Chief Executive Officer totaling $1,460,000 and $575,000, respectively. These notes have a conversion price ranging from $0.50 per share to $0.40 per share and resulted in the recognition of a beneficial conversion feature recorded as a debt discount. These notes payable, net of debt discount, total $1,147,145 and $185,905 at September 30, 2017 and December 31, 2016, respectively and mature five years from issuance and are convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion features is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest over the five-year life of the note using the effective interest method. The notes are reported net of their unamortized debt discount of $887,855 and $389,095 as of September 30, 2017 and December 31, 2016, respectively. In September 2017, Mr. W. Kip Speyer, the Company’s Chairman and Chief Executive Officer, purchased an aggregate of 500,000 shares of the Company’s Series E Convertible Preferred Stock at a purchase price of $0.40 per share. The designations, rights and preferences of Series E Stock are described in Note 11. The Company used the proceeds from these sales for working capital. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 11 – SHAREHOLDERS’ EQUITY. Preferred Stock The Company has authorized 20,000,000 shares of preferred stock with a par value of $0.01 (the "Preferred Stock"), issuable in such series and with such designations, rights and preferences as the board of directors may determine. The Company's board of directors has previously designated five series of preferred stock, consisting of 10% Series A Convertible Preferred Stock ("Series A Stock"), 10% Series B Convertible Preferred Stock ("Series B Stock"), 10% Series C Convertible Preferred Stock ("Series C Stock"), 10% Series D Convertible Preferred Stock ("Series D Stock") and 10% Series E Convertible Preferred Stock ("Series E Stock"). At September 30, 2017, there were 100,000 shares of Series A Stock and 500,000 shares of Series E Stock issued and outstanding. There are no shares of Series B Stock, Series C Stock or Series D Stock issued and outstanding. The Series A Stock is senior to all other classes of the Company's securities and has a stated value of $0.50 per share. Holders of shares of Series A Stock are entitled to the payment of a 10% dividend payable in shares of the Company’s common stock at a rate of one share of common stock for each 10 shares of Series A Stock, payable annually the 10th business day of January. The shares of Series A Stock are redeemable at the Company's option upon 20 days’ notice for an amount equal to the amount of capital invested. On August 18, 2016, Series A Stockholders converted 1,800,000 shares of Series A Stock into 1,800,000 shares of common stock, leaving 100,000 Series A Stock outstanding. On the 10th business day of January 2018 there were 7,205 shares of common stock dividends owed and payable to the Series A Stockholder of record as dividends on the Series A Stock. On September 6, 2017, the board of directors designated 2,500,000 shares of Preferred Stock as Series E Stock, which such designation was amended on September 29, 2017. Holders of shares of Series E Stock are entitled to 10% dividends, payable monthly as may be permitted under Florida law out of funds legally available therefor. The shares of Series E Stock rank senior to any other class of our equity securities, except for the Series A Stock, have a liquidation preference of $0.40 per share and are not redeemable. The remaining designations, rights and preferences of each of the Series A Stock and Series E Stock are identical, including (i) shares do not have voting rights, except as may be permitted under Florida law, (ii) are convertible into shares of our common stock at the holder's option on a one for one basis, (iii) are entitled to a liquidation preference equal to a return of the capital invested, and (iv) each share will automatically convert into shares of common stock five years from the date of issuance or upon a change in control. Both the voluntary and automatic conversion formulas are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. In September 2017, Mr. W. Kip Speyer, the Company’s Chairman and Chief Executive Officer, purchased an aggregate of 500,000 shares of Series E Stock at a purchase price of $0.40 per share. The Company used the proceeds from these sales for working capital. Stock issued for cash In August 2017 the Company issued 125,000 shares of its common stock for $50,000 or $0.40 per share to a private investor. Stock issued for services On January 16, 2017, the Company issued to a consultant 3,600 shares of its common stock at $0.85 per share, or $3,060, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On April 25, 2017 the Company issued 28,500 shares of its common stock with a fair value of $22,800 on the date of issuance for compensation to employees and officers. Stock issued for dividends In January 2017, the Company issued 10,000 shares of its common stock as dividends to the holder of its Series A preferred stock. Stock issued for acquisition On September 19, 2017, the Company issued 1,100,233 shares of its common stock with a fair value of $429,091 for acquisition of Daily Engage Media. 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, “ Compensation – Stock Compensation Equity-Based Payments to Non-Employees 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 , 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 years after the date such option is granted, and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the plan, as may be determined by the Committee and specified in the grant instrument. Stock Option Plans On April 20, 2011, the Company's board of directors and majority stockholder adopted the 2011 Stock Option Plan (the “2011 Plan”) under which the Company reserved for issuance an aggregate of 900,000 shares of common stock for grants to be made under the 2011 Plan. The maximum aggregate number of shares of common stock that shall be subject to grants made under the 2011 Plan to any individual during any calendar year is 180,000 shares. As of September 30, 2017, 27,000 shares were remaining under the 2011 Plan for future issuance. On April 1, 2013, the Company's board of directors and majority stockholder adopted the 2013 Stock Option Plan (the “2013 Plan”) under which the Company reserved for issuance an aggregate of 900,000 shares of common stock for grants to be made under the 2013 Plan. The maximum aggregate number of shares of common stock that shall be subject to grants made under the 2013 Plan to any individual during any calendar year is 180,000 shares. As of September 30, 2017, 134,000 shares were remaining under the 2013 Plan for future issuance. On May 22, 2015, the Company's board of directors adopted the 2015 Stock Option Plan (the “2015 Plan”) under which the Company reserved for issuance an aggregate of 1,000,000 shares of common stock for grants to be under the 2015 Plan. The majority shareholders of the Company ratified the adoption of the 2015 Plan on June 17, 2015. The maximum aggregate number of shares of common stock that shall be subject to grants made under the 2015 Plan to any individual during any calendar year is 100,000 shares. As of September 30, 2017, 439,000 shares were remaining under the 2015 Plan for future issuance. On March 22, 2016 the Company granted 100,000 ten-year stock options, which have an exercise price of $0.695 per share to an executive officer and director. The aggregate fair value of these options was computed at $39,901 or $0.3990 per option. On March 22, 2016 the Company granted 46,000 ten-year stock options, which have an exercise price of $0.695 per share to a director. The aggregate fair value of these options was computed at $18,354 or $0.3990 per option. On September 1, 2017 the Company granted 10,000 ten-year stock options, which have an exercise price of $0.50 per share. The aggregate fair value of these options was computed at $1,840 or $0.184 per option. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors, which is subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company 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, 2017 and 2016: Nine Months Ended September 30, Assumptions: 2017 2016 Expected term (years) 6.25 6.25 Expected volatility 52 % 63 % Risk-free interest rate 1.99 % 0.38 % 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 company’s 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 $21,983 and $30,069 stock option expense for the three months ended September 30, 2017 and 2016, respectively and $95,821 and $107,193 for the nine months ended September 30, 2017 and 2016, respectively. The non-cash stock option expense has been recognized as a component of general and administrative expenses in the accompanying unaudited condensed consolidated financial statements. As of September 30, 2017 there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $104,051 to be recognized through August 2020. A summary of the Company's stock option activity during the nine months ended September 30, 2017 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2016 2,281,000 $ 0.47 6.8 $ 795,185 Granted 10,000 — — — Exercised — — — — Forfeited (104,000 ) — — — Expired — — — — Balance Outstanding, September 30, 2017 2,187,000 $ 0.45 5.9 $ 220,174 Exercisable at September 30, 2017 1,640,000 $ 0.31 3.8 Summarized information with respect to options outstanding under the three option plans at September 30, 2017 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 Remaining Average Conversion Life (In Years) 0.14 - 0.24 720,000 1.1 $ 0.14 720,000 $ 0.14 1.1 0.25 - 0.49 351,000 1.7 $ 0.28 351,000 $ 0.28 1.6 0.50 - 0.85 1,116,000 3.1 $ 0.69 569,000 $ 0.60 1.2 2,187,000 5.9 $ 0.45 1,640,000 $ 0.31 3.8 |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 12 – CONCENTRATIONS. The Company has historically purchases a substantial amount of its products from two vendors; Citizens Watch Company of America, Inc., and Bulova Corporation. The following table provides information on the percentage of purchases in during the three and nine months ended September 30, 2017 and 2016 from these vendors: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Citizens 52 % 37 % 58 % 40 % Bulova 17 % 18 % 18 % 18 % Although we continue to add additional product vendors and we continue to expand our product line and vendor relationships, due to continued high concentration and reliance on these two vendors, the loss of one of these two vendors could adversely affect the Company's operations. The Company generates revenues from two segments: product sales and advertising. The sharp increase in PayPal/eBay concentration is due to our acquisition of the Black Helmet Apparel business in December 2016. Due to high concentration and reliance on these portals, the loss of a working relationship with either of these two portals could adversely affect the Company's operations. In addition, a substantial amount of payments for our products sold are processed through PayPal and Amazon. A disruption in PayPal or Amazon payment processing could have an adverse effect on the Company's operations and cash flow. During the three months ended September 30, 2017 these two portals accounted for 52% and 47%, respectively, of our total product sales as compared to 7% and 92% in the three months ended September 30, 2016. During the nine months September 30, 2017 these two portals accounted for 51% and 48%, respectively, of our total product sales as compared to 7% and 90% in the nine months ended September 30, 2016. Credit Risk The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the FDIC insured limit of $250,000 are at risk. At September 30, 2017 and December 31, 2016, respectively, the Company had no cash balances in excess of the FDIC insured limit. Concentration of Funding During the nine months ended September 30, 2017, the Company's funding was provided primarily through the issuance of $950,000 in convertible notes and the sale of Series E Stock to an officer and director of the Company. See Notes 8 and 10. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS. Subsequent to September 30, 2017, Mr. W. Kip Speyer, the Company’s Chairman and Chief Executive Officer, purchased an aggregate of 625,000 shares of Series E Stock at a purchase price of $0.40 per share. The designations, rights and preferences of Series E Stock as described in Note 11. The Company used the proceeds from these sales for working capital. On November 14, 2017, the Company entered into an Amendment to the Amended and Restated Membership Interest Purchase Agreement dated September 19, 2017 by and among our company, Daily Engage Media and the members of Daily Engage Media which modified the terms of the escrow arrangement for the earnout shares. Under the terms of the amendment, instructions to our transfer agent have been deposited in escrow in lieu of certificates representing the earnout shares. In connection therewith, the parties entered into an Amended and Restated Escrow Agreement. |
NATURE OF OPERATIONS AND SUMM22
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Bright Mountain Media, Inc. 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. Its wholly owned subsidiary, Bright Watches, LLC was formed as a Florida limited liability company in December 2015, and Daily Engage Media Group LLC (“Daily Engage Media”) was formed as a New Jersey limited liability company in February 2015. When used herein, the terms "BMTM, " the "Company," "we," "us," "our" or "Bright Mountain" refers to Bright Mountain Media, Inc. and its subsidiaries. The Company is a digital media holding company for online assets targeting and servicing the military and public safety markets. The Company owns and manages 24 websites which are customized to provide our niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with information and news that we believe may be of interest to them. Coupled with its recently acquired wholly owned subsidiary, Daily Engage Media, the Company has evolved to place its emphasis on providing quality content on its websites to drive traffic increases so that it can monetize these visits through advertising revenue. We generate revenues from two segments, product sales and advertising. The advertising segment consists primarily of advertising revenue and a small amount of subscription and service revenue. On December 16, 2016, with an effective date of December 15, 2016, under the terms of an Asset Purchase Agreement, the Company acquired the assets, constituting the Black Helmet Apparel business (“Black Helmet Apparel”), from Sostre Enterprises, Inc. Assets acquired included various website properties and content, social media content, inventory and other intellectual property rights. The Black Helmet Apparel line of apparel features clothing and accessories focused on first responders. On September 19, 2017, under the terms of an Amended and Restated Membership Interest Purchase Agreement with Daily Engage Media, and its members, the Company acquired 100% of the membership interests of Daily Engage Media. Launched in 2015, Daily Engage Media is an ad network that connects advertisers with approximately 200 digital publications worldwide. |
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, 2017 and the consolidated financial position as of September 30, 2017 have been made. The results of operations for such interim period are 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. All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates Our consolidated financial statements are prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). These accounting principles require management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying consolidated financial statements include revenue recognition, 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 and the valuation of equity based transactions. |
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 Accounting Standards Codification (“ASC”) 820 “ Fair Value Measurements and Disclosures 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 60 or net 90 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 consist of finished goods and 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, “ Revenue Recognition · 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 and; · Advertising revenues are generated by users “clicking” on website advertisements utilizing several ad network partners. Revenues are recognized net of their fees for Company owned websites upon receipt of payment by the ad network partner since the revenue is not determinable until it is received; and The Company follows the guidance of ASC 605-50-25, “ Revenue Recognition, Customer Payments Our Daily Engage Media subsidiary is an Advertising Exchange Company that matches advertisers with publishers. Revenue is generated and recognized when ads appear and are viewed on websites in the Company’s portfolio. |
Cost of Sales and Cost of Revenues | Cost of Sales and Cost of Revenues Components of costs of sales for the products segment include product costs, shipping costs to customers and any inventory adjustments for product sales. Cost of revenue for the advertising segment consists of revenue share payments to media providers and website publishers that are directly related to a revenue-generating event. The Company becomes obligated to make the revenue share payments in the period the advertising impressions, click-throughs, actions or lead-based information are delivered or occur. |
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 five to seven years for office furniture and equipment, and five years for computer equipment. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets with a purchase price below our capitalization threshold of $500 are expensed as incurred. |
Website Development Costs | Website Development Costs The Company accounts for its website development costs in accordance with ASC 350-50, “ Website Development Costs 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 years. As of September 30, 2017 and 2016, 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 intangible assets. The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10 “ Accounting for the Impairment or Disposal of Long-Lived Assets Website acquisition costs, including related customer relationships and non-compete agreements, are amortized over three to 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 amortization loss is included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended September 30, 2017 and 2016, non-cash amortization expense was $75,876 and $61,582, respectively. For the nine months ended September 30, 2017 and 2016, non-cash amortization expense was $227,418 and $186,007, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees for services in accordance with ASC 718 “ Compensation – Stock Compensation Equity-Based Payments to Non-Employees |
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 three months ended September 30, 2017 and 2016, advertising, marketing and promotion expense was $66,436 and $3,050, respectively. For the nine months ended September 30, 2017 and 2016, advertising, marketing and promotion expense was $231,669 and $15,156, respectively. |
Income Taxes | Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. The Company follows the provisions of ASC 740-10 Accounting for Uncertain Income Tax Positions. As of September 30, 2017, tax years 2016, 2015, and 2014 remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. |
Basic and Diluted Net Earnings (Loss) Per Common Share | Basic and Diluted Net Earnings (Loss) Per Common Share In accordance with ASC 260-10 “ Earnings Per Share |
Segment Information | Segment Information In accordance with the provisions of ASC 280-10, “ Disclosures about Segments of an Enterprise and Related Information |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers Revenue Recognition Revenue Recognition – Construction-Type and Production-Type Contracts In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements - Going Concern In July 2015, FASB issued ASU No. 2015-11 , “Inventory (Topic 330): Simplifying the Measurement of Inventory . In February 2016, the FASB issued ASU 2016-02 “ Leases In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU 2016–10 “Revenue from Contract with Customers (ASC 606): Identifying Performance Obligations and Licensing.” In April 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Pro forma results | The following table sets forth a summary of the unaudited pro forma results of the Company as if the acquisition of the assets constituting the Black Helmet Apparel business which was closed in December 2016 and the acquisition of Daily Engage Media which closed in September 2017, had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the assets been acquired as of the first day of the periods presented. Three Months Nine Months September 30, September 30, 2016 2016 Total revenue $ 925,691 $ 2,416,562 Total expenses 1,989,494 5,064,116 Preferred stock dividend 60,339 278,525 Net loss attributable to common shareholders $ (1,124,142 ) $ (2,926,079 ) Basic and diluted net loss per share $ (0.03 ) $ (0.07 ) |
Schedule of Intangible Assets | At September 30, 2017 and December 31, 2016, respectively, intangible assets consisted of the following: September 30, December 31, 2017 2016 Intangible Assets $ 2,040,239 $ 1,739,179 Less: Accumulated Amortization (617,443 ) (581,045 ) Less: Impairment Loss (191,020 ) (191,020 ) Intangible Assets, net $ 1,231,776 $ 967,114 |
Warisboring.com [Member] | |
Business Acquisition [Line Items] | |
Schedule of Discounted Fair Value of Consideration Transferred | The Company has initially determined there was only two amortizable intangible assets. The acquisition date estimated fair value of the consideration transferred consisted of the following: Customer and related relationships $ 39,578 Website 177,690 Total $ 217,268 |
Daily Engage Media [Member] | |
Business Acquisition [Line Items] | |
Summary of Assets Acquired and Liabilities Assumed | The final accounting for the acquisition of Daily Engage Media has not been completed and will be completed during the first quarter of 2018. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Tangible assets acquired $ 106,534 Liabilities assumed (237,855 ) Exchange platform 50,000 Tradename 150,000 Customer relationships 250,000 Non-compete agreements 192,000 Goodwill 502,823 Total purchase price $ 1,013,502 |
Black Helmet Apparel [Member] | |
Business Acquisition [Line Items] | |
Summary of Assets Acquired and Liabilities Assumed | A summary of assets acquired is as follows: Inventory $ 58,000 Intangibles – website 80,000 Intangibles – trade name 150,000 Intangibles – customer relationships 252,000 Intangibles – non-compete agreements 120,000 Total assets acquired $ 660,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At September 30, 2017 and December 31, 2016 inventories consisted of the following: September 30, December 31, 2017 2016 Product inventory: clocks and watches $ 788,851 $ 982,283 Product inventory: Black Helmet Apparel and GoPoliceBlotter.com 195,671 144,789 Total inventory balance $ 984,522 $ 1,127,072 |
PREPAID COSTS AND EXPENSES (Tab
PREPAID COSTS AND EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Costs and Expenses | At September 30, 2017 and December 31, 2016, prepaid expenses and other current assets consisted of the following: September 30, December 31, 2017 2016 Prepaid rent $ 27,199 $ 46,523 Prepaid insurance 18,885 84,825 Prepaid expense 15,529 — Prepaid inventory 10,114 1,602 Prepaid Expenses and Other Current Assets $ 71,727 $ 132,950 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At September 30, 2017 and December 31, 2016, property and equipment consisted of the following: September 30, December 31, Depreciable Life 2017 2016 (Years) Furniture and Fixtures $ 76,671 $ 70,108 7 Computer Equipment 59,511 56,142 5 Leasehold Improvements 39,385 35,011 10 Total Fixed Assets 175,567 161,261 Less: Accumulated Depreciation (81,185 ) (62,260 ) Total Fixed Assets, net $ 94,382 $ 99,001 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment activity | The following information represents segment activity for the three and nine month periods ended September 30, 2017 and 2016. For the three months ended September 30, 2017 For the three months ended September 30, 2016 Products Advertising Total Products Advertising Total Revenues $ 589,402 $ 131,233 $ 720,625 $ 292,235 $ 113,502 $ 405,737 Intangible assets amortization $ — $ 75,876 $ 75,876 $ — $ 61,582 $ 61,582 Depreciation $ 6,440 $ 337 $ 6,777 $ 2,426 $ 920 $ 3,346 Income/(Loss) from operations $ (541,619 ) $ 69,181 $ (472,438 ) $ (300,803 ) $ (210,479 ) $ (511,282 ) Segment assets $ 1,429,824 $ 2,151,591 $ 3,581,415 $ 1,352,158 $ 856,317 $ 2,208,475 Purchase of assets $ — $ 199,573 $ 199,573 $ 29,415 $ 11,688 $ 41,103 For the nine months ended September 30, 2017 For the nine months ended September 30, 2016 Products Advertising Total Products Advertising Total Revenues $ 1,713,688 $ 334,856 $ 2,048,544 $ 976,056 $ 313,266 $ 1,289,322 Intangible assets amortization $ — $ 227,418 $ 227,418 $ — $ 186,007 $ 186,007 Depreciation $ 16,725 $ 2,200 $ 18,925 $ 8,299 $ 1,726 $ 10,025 Loss from operations $ (1,386,894 ) $ (448,060 ) $ (1,834,954 ) $ (988,648 ) $ (665,623 ) $ (1,654,271 ) Segment assets $ 1,429,824 $ 2,151,591 $ 3,581,415 $ 1,352,158 $ 856,317 $ 2,208,475 Purchase of assets $ 14,305 $ 199,573 $ 213,878 $ 35,036 $ 142,925 $ 177,961 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable [Abstract] | |
Summary of Note Issuances to Related Parties | A summary of these note issuances to a related party at December 31, 2016 and September 30, 2017 is as follows: Issuance Date Maturity Date Principal Discount Amortization Carry Amortization Carry 09/26/16 09/26/21 $ 100,000 $ 70,000 $ 3,692 $ 33,692 $ 10,500 $ 44,192 10/14/16 10/14/21 100,000 70,000 3,024 33,024 10,500 43,524 10/31/16 10/31/21 100,000 70,000 2,372 32,372 10,500 42,872 11/03/16 11/03/21 50,000 35,000 1,120 16,120 5,250 21,370 11/11/16 11/11/21 100,000 70,000 1,934 31,934 10,500 42,434 11/21/16 11/21/21 50,000 35,000 775 15,775 5,250 21,025 12/15/16 12/15/21 75,000 52,500 488 22,988 7,874 30,864 01/19/17 01/19/22 100,000 70,000 — — 9,823 39,823 02/06/17 02/06/22 100,000 70,000 — — 9,061 39,061 02/24/17 02/24/22 50,000 35,000 — — 3,708 18,708 03/07/17 03/07/22 100,000 70,000 — — 7,941 37,941 04/03/17 04/03/22 75,000 45,000 — — 4,500 34,500 04/10/17 04/10/22 75,000 45,000 — — 4,250 34,250 04/19/17 04/19/22 50,000 30,000 — — 2,683 22,683 05/01/17 05/01/22 50,000 30,000 — — 2,500 22,500 05/11/17 05/11/22 75,000 22,500 — — 1,742 54,242 05/24/17 05/24/22 75,000 45,000 — — 3,484 33,484 06/08/17 06/08/22 100,000 30,000 — — 1,883 71,883 06/27/17 06/27/22 100,000 30,000 — — 1,567 71,567 07/12/17 07/12/22 50,000 5,000 — — 220 45,220 07/26/17 07/26/22 135,000 50,625 — — 1,851 86,226 07/27/17 07/27/22 25,000 9,375 — — 338 15,963 08/01/17 08/01/22 75,000 28,125 — — 938 47,813 08/10/17 08/10/22 25,000 — — — — 25,000 08/23/17 08/23/22 50,000 — — — — 50,000 08/28/17 08/28/22 75,000 — — — — 75,000 08/30/17 08/30/22 75,000 — — — — 75,000 $ 1,525,000 $ 925,000 $ 13,405 $ 185,905 $ 116,863 $ 1,147,145 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Assumptions Used in Valuing Stock Options | The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted during the nine months ended September 30, 2017 and 2016: Nine Months Ended September 30, Assumptions: 2017 2016 Expected term (years) 6.25 6.25 Expected volatility 52 % 63 % Risk-free interest rate 1.99 % 0.38 % Dividend yield 0 % 0 % Expected forfeiture rate 0 % 0 % |
Summary of Stock Option Activity | A summary of the Company's stock option activity during the nine months ended September 30, 2017 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2016 2,281,000 $ 0.47 6.8 $ 795,185 Granted 10,000 — — — Exercised — — — — Forfeited (104,000 ) — — — Expired — — — — Balance Outstanding, September 30, 2017 2,187,000 $ 0.45 5.9 $ 220,174 Exercisable at September 30, 2017 1,640,000 $ 0.31 3.8 |
Schedule of options outstanding under the option plans | Summarized information with respect to options outstanding under the three option plans at September 30, 2017 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 Remaining Average Conversion Life (In Years) 0.14 - 0.24 720,000 1.1 $ 0.14 720,000 $ 0.14 1.1 0.25 - 0.49 351,000 1.7 $ 0.28 351,000 $ 0.28 1.6 0.50 - 0.85 1,116,000 3.1 $ 0.69 569,000 $ 0.60 1.2 2,187,000 5.9 $ 0.45 1,640,000 $ 0.31 3.8 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Percentage of Purchases from Major Vendors | The following table provides information on the percentage of purchases in during the three and nine months ended September 30, 2017 and 2016 from these vendors: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Citizens 52 % 37 % 58 % 40 % Bulova 17 % 18 % 18 % 18 % |
NATURE OF OPERATIONS AND SUMM31
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($)shares | Dec. 31, 2016 | Sep. 19, 2017 | |
Number of websites owns | 24 | |||||
Non-cash amortization expense | $ 75,876 | $ 61,582 | $ 227,418 | $ 186,007 | ||
Non-cash stock-based stock option compensation | 21,983 | 30,069 | 95,821 | 107,193 | ||
Advertising, marketing and promotion expense | $ 66,436 | $ 3,050 | 231,669 | $ 15,156 | ||
Property and equipment, capitalization threshold | $ 500 | |||||
Stock Option [Member] | ||||||
Common stock equivalent shares | shares | 2,187,000 | 2,267,000 | ||||
Convertible Preferred Stock [Member] | ||||||
Common stock equivalent shares | shares | 600,000 | 100,000 | ||||
Convertible Notes Payable [Member] | ||||||
Common stock equivalent shares | shares | 4,300,000 | 200,000 | ||||
Internal Revenue Service (IRS) [Member] | 2016 [Member] | ||||||
Open Tax Year | 2,016 | |||||
Internal Revenue Service (IRS) [Member] | 2015 [Member] | ||||||
Open Tax Year | 2,015 | |||||
Internal Revenue Service (IRS) [Member] | 2014 [Member] | ||||||
Open Tax Year | 2,014 | |||||
Website Development Costs [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Computer Equipment [Member] | ||||||
Property, Plant and Equipment, Useful Life | 5 years | 5 years | ||||
Furniture and Fixtures [Member] | ||||||
Property, Plant and Equipment, Useful Life | 7 years | 7 years | ||||
Minimum [Member] | ||||||
Contractual payment terms | 60 days | |||||
Minimum [Member] | Website Acquisition Costs [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||||
Minimum [Member] | Furniture and Fixtures [Member] | ||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||
Maximum [Member] | ||||||
Contractual payment terms | 90 days | |||||
Maximum [Member] | Website Acquisition Costs [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Maximum [Member] | Furniture and Fixtures [Member] | ||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||
Daily Engage Media [Member] | ||||||
Purchase of membership interest | 100.00% |
GOING CONCERN (Narrative) (Deta
GOING CONCERN (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
GOING CONCERN [Abstract] | |||||
Net loss | $ 546,801 | $ 808,401 | $ 2,103,981 | $ 1,989,265 | |
Net cash used in operating activities | 1,372,589 | $ 1,394,127 | |||
Accumulated deficit | $ 10,928,787 | $ 10,928,787 | $ 8,824,806 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) | Mar. 03, 2017 | Feb. 02, 2016 | Jan. 04, 2016 | Jan. 02, 2016 | Dec. 16, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 19, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price | $ 15,000 | $ 217,268 | |||||||||
Cash payment for acquisition | 112,500 | $ 0 | |||||||||
Non-cash amortization expense | $ 75,876 | $ 61,582 | 227,418 | 186,007 | |||||||
Tradenames | 300,000 | 300,000 | $ 150,000 | ||||||||
Principal amount | 1,525,000 | 1,525,000 | |||||||||
Operating income | (472,438) | $ (511,282) | (1,834,954) | (1,654,271) | |||||||
Black Helmet Apparel [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash payment for acquisition | $ 250,000 | ||||||||||
Number of shares issued for purchase consideration | 200,000 | ||||||||||
Value of shares issued for purchase consideration | $ 170,000 | ||||||||||
Liabilities assumed | 40,000 | ||||||||||
Forgiveness of working capital advances | $ 200,000 | ||||||||||
Warisboring.com [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price | $ 250,000 | 217,268 | |||||||||
Cash payment for acquisition | $ 100,000 | ||||||||||
Balance payment of acquisition | $ 150,000 | ||||||||||
Monthly payment percenage of net revenues | 30.00% | ||||||||||
Future monthly payments | 150,000 | 150,000 | |||||||||
Present value of future monthly payments | $ 117,268 | 117,268 | |||||||||
Net of discount | $ 32,732 | ||||||||||
Discount rate | 12.00% | ||||||||||
Amortization of discount, Net | $ 8,183 | $ 8,184 | |||||||||
Daily Engage Media [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase of membership interest | 100.00% | ||||||||||
Number of shares issued for purchase consideration | 1,100,223 | ||||||||||
Value of shares issued for purchase consideration | $ 429,091 | ||||||||||
Liabilities assumed | 237,855 | ||||||||||
Forgiveness of working capital advances | 204,411 | ||||||||||
Amount paid through delivery of unsecured debt | 380,000 | ||||||||||
Principal amount | 80,000 | ||||||||||
Daily Engage Media [Member] | Year-One Earn out Period [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash payment for acquisition | $ 500,000 | ||||||||||
Number of shares issued for purchase consideration | 1,008,547 | ||||||||||
Revenues | $ 20,228,954 | ||||||||||
Operating income | 3,518,623 | ||||||||||
Daily Engage Media [Member] | Year-Two Earn out Period [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash payment for acquisition | $ 500,000 | ||||||||||
Number of shares issued for purchase consideration | 796,221 | ||||||||||
Revenues | $ 60,385,952 | ||||||||||
Operating income | 11,380,396 | ||||||||||
Daily Engage Media [Member] | Year-Three Earn out Period [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash payment for acquisition | $ 550,000 | ||||||||||
Number of shares issued for purchase consideration | 723,523 | ||||||||||
Revenues | $ 96,512,204 | ||||||||||
Operating income | $ 18,524,967 | ||||||||||
Daily Engage Media [Member] | Mr. Vinay Belani [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued for purchase consideration | 275,058 |
ACQUISITIONS (Schedule of estim
ACQUISITIONS (Schedule of estimated discounted fair value) (Details) - USD ($) | Feb. 02, 2016 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Total | $ 15,000 | $ 217,268 |
Customer and related relationships [Member] | ||
Business Acquisition [Line Items] | ||
Total | 39,578 | |
Website [Member] | ||
Business Acquisition [Line Items] | ||
Total | $ 177,690 |
ACQUISITIONS (Schedule of summa
ACQUISITIONS (Schedule of summary of assets acquired) (Details) | Dec. 16, 2016USD ($) |
Business Acquisition [Line Items] | |
Inventory | $ 58,000 |
Total assets acquired | 660,000 |
Website [Member] | |
Business Acquisition [Line Items] | |
Intangibles | 80,000 |
Trade name [Member] | |
Business Acquisition [Line Items] | |
Intangibles | 150,000 |
Customer relationships [Member] | |
Business Acquisition [Line Items] | |
Intangibles | 252,000 |
Non compete agreements [Member] | |
Business Acquisition [Line Items] | |
Intangibles | $ 120,000 |
ACQUISITIONS (Schedule of Pro f
ACQUISITIONS (Schedule of Pro forma results) (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Business Combinations [Abstract] | ||
Total revenue | $ 925,691 | $ 2,416,562 |
Total expenses | 1,989,494 | 5,064,116 |
Preferred stock dividend | 60,339 | 278,525 |
Net loss attributable to common shareholders | $ (1,124,142) | $ (2,926,079) |
Basic and diluted net loss per share | $ (0.03) | $ (0.07) |
ACQUISITIONS (Schedule of Intan
ACQUISITIONS (Schedule of Intangible Assets) (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Business Combinations [Abstract] | ||
Intangible Assets | $ 2,040,239 | $ 1,739,179 |
Less: Accumulated Amortization | (617,443) | (581,045) |
Less: Impairment Loss | (191,020) | (191,020) |
Intangible Assets, net | $ 1,231,776 | $ 967,114 |
ACQUISITIONS (Schedule of Asset
ACQUISITIONS (Schedule of Assets Acquired and Liabilities Assumed Fair Value) (Details) - USD ($) | Sep. 30, 2017 | Mar. 03, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 502,823 | ||
Daily Engage Media [Member] | |||
Business Acquisition [Line Items] | |||
Tangible assets acquired | $ 106,534 | ||
Liabilities assumed | (237,855) | ||
Goodwill | 502,823 | ||
Total purchase price | 1,013,502 | ||
Daily Engage Media [Member] | Exchange Platform [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 50,000 | ||
Daily Engage Media [Member] | Trade name [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 150,000 | ||
Daily Engage Media [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 250,000 | ||
Daily Engage Media [Member] | Non compete agreements [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 192,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Inventory Balance | $ 984,522 | $ 1,127,072 |
Product inventory: clocks and watches [Member] | ||
Inventory [Line Items] | ||
Inventory Balance | 788,851 | 982,283 |
Product inventory: Black Helmet Apparel and GoPoliceBlotter.com [Member] | ||
Inventory [Line Items] | ||
Inventory Balance | $ 195,671 | $ 144,789 |
PREPAID COSTS AND EXPENSES (Det
PREPAID COSTS AND EXPENSES (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid rent | $ 27,199 | $ 46,523 |
Prepaid insurance | 18,885 | 84,825 |
Prepaid expense | 15,529 | |
Prepaid inventory | 10,114 | 1,602 |
Prepaid Expenses and Other Current Assets | $ 71,727 | $ 132,950 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Total Fixed Assets | $ 175,567 | $ 175,567 | $ 161,261 | ||
Less: Accumulated Depreciation | (81,185) | (81,185) | (62,260) | ||
Total Fixed Assets, net | 94,382 | 94,382 | 99,001 | ||
Non-cash depreciation expense | 6,777 | $ 3,346 | 18,925 | $ 10,025 | |
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total Fixed Assets | 76,671 | $ 76,671 | $ 70,108 | ||
Property and equipment, Depreciable Life | 7 years | 7 years | |||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total Fixed Assets | 59,511 | $ 59,511 | $ 56,142 | ||
Property and equipment, Depreciable Life | 5 years | 5 years | |||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total Fixed Assets | $ 39,385 | $ 39,385 | $ 35,011 | ||
Property and equipment, Depreciable Life | 10 years | 10 years |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 2 | |||
Revenues | $ 720,625 | $ 405,737 | $ 2,048,544 | $ 1,289,322 |
Intangible assets amortization | 75,876 | 61,582 | 227,418 | 186,007 |
Depreciation | 6,777 | 3,346 | 18,925 | 10,025 |
Income/(Loss) from operations | (472,438) | (511,282) | (1,834,954) | (1,654,271) |
Segment assets | 3,581,415 | 2,208,475 | 3,581,415 | 2,208,475 |
Purchase of assets | 199,573 | 41,103 | 213,878 | 177,961 |
Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 589,402 | 292,235 | 1,713,688 | 976,056 |
Intangible assets amortization | ||||
Depreciation | 6,440 | 2,426 | 16,725 | 8,299 |
Income/(Loss) from operations | (541,619) | (300,803) | (1,386,894) | (988,648) |
Segment assets | 1,429,824 | 1,352,158 | 1,429,824 | 1,352,158 |
Purchase of assets | 29,415 | 14,305 | 35,036 | |
Advertising [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 131,233 | 113,502 | 334,856 | 313,266 |
Intangible assets amortization | 75,876 | 61,582 | 227,418 | 186,007 |
Depreciation | 337 | 920 | 2,200 | 1,726 |
Income/(Loss) from operations | 69,181 | (210,479) | (448,060) | (665,623) |
Segment assets | 2,151,591 | 856,317 | 2,151,591 | 856,317 |
Purchase of assets | $ 199,573 | $ 11,688 | $ 199,573 | $ 142,925 |
NOTES PAYABLE (Narrative) (Deta
NOTES PAYABLE (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 20, 2017 | Nov. 30, 2016 | Aug. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||||||
Debt discount | $ 887,855 | $ 887,855 | $ 887,855 | $ 389,095 | ||||
Amortization of debt discount | 116,863 | $ 305,115 | ||||||
Accrued interest | 50,347 | |||||||
Principal amount | 1,525,000 | 1,525,000 | 1,525,000 | |||||
Notes payable | $ 926,766 | 926,766 | 926,766 | $ 500,000 | ||||
Promissory Note With Unaffiliated Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity Date | Dec. 31, 2017 | Nov. 30, 2017 | ||||||
Accrued interest | 56,000 | |||||||
Principal amount | $ 500,000 | |||||||
Unsecured interest rate | 10.00% | 25.00% | ||||||
Gibraltar Capital Advances, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 26,618 | 26,618 | 26,618 | |||||
Complete Business Solutions Group, Inc [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 20,148 | $ 20,148 | $ 20,148 | |||||
Three Daily Engage Media members and a third party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity Date | Sep. 19, 2018 | |||||||
Proceeds from issuance of promissory note | $ 380,000 | |||||||
Minimum [Member] | Promissory Note With Unaffiliated Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest | $ 50,000 | |||||||
Maximum [Member] | Promissory Note With Unaffiliated Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest | $ 106,000 | |||||||
Convertible Notes Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discount amortization period | 5 years | |||||||
Interest rate | 12.00% | |||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price | $ 0.40 | |||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price | $ 0.50 | |||||||
Convertible Notes Payable One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 10.00% | |||||||
Convertible Notes Payable Two [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 6.00% |
NOTES PAYABLE (Summary of Note
NOTES PAYABLE (Summary of Note Issuances) (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Principal | $ 1,525,000 | ||
Discount Recognized | 887,855 | $ 389,095 | |
Amortization Expense | 116,863 | 13,405 | |
Carry Amount | $ 1,147,145 | 185,905 | |
Debt Issued One [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Sep. 26, 2016 | ||
Maturity Date | Sep. 26, 2021 | ||
Principal | $ 100,000 | ||
Discount Recognized | 70,000 | ||
Amortization Expense | 10,500 | 3,692 | |
Carry Amount | $ 44,192 | 33,692 | |
Debt Issued Two [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Oct. 14, 2016 | ||
Maturity Date | Oct. 14, 2021 | ||
Principal | $ 100,000 | ||
Discount Recognized | 70,000 | ||
Amortization Expense | 10,500 | 3,024 | |
Carry Amount | $ 43,524 | 33,024 | |
Debt Issued Three [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Oct. 31, 2016 | ||
Maturity Date | Oct. 31, 2021 | ||
Principal | $ 100,000 | ||
Discount Recognized | 70,000 | ||
Amortization Expense | 10,500 | 2,372 | |
Carry Amount | $ 42,872 | 32,372 | |
Debt Issued Four [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Nov. 3, 2016 | ||
Maturity Date | Nov. 3, 2021 | ||
Principal | $ 50,000 | ||
Discount Recognized | 35,000 | ||
Amortization Expense | 5,250 | 1,120 | |
Carry Amount | $ 21,370 | 16,120 | |
Debt Issued Five [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Nov. 11, 2016 | ||
Maturity Date | Nov. 11, 2021 | ||
Principal | $ 100,000 | ||
Discount Recognized | 70,000 | ||
Amortization Expense | 10,500 | 1,934 | |
Carry Amount | $ 42,434 | 31,934 | |
Debt Issued Six [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Nov. 21, 2016 | ||
Maturity Date | Nov. 21, 2021 | ||
Principal | $ 50,000 | ||
Discount Recognized | 35,000 | ||
Amortization Expense | 5,250 | 775 | |
Carry Amount | $ 21,025 | 15,775 | |
Debt Issued Seven [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Dec. 15, 2016 | ||
Maturity Date | Dec. 15, 2021 | ||
Principal | $ 75,000 | ||
Discount Recognized | 52,500 | ||
Amortization Expense | 7,874 | 488 | |
Carry Amount | $ 30,864 | 22,988 | |
Debt Issued Eight [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Jan. 19, 2017 | ||
Maturity Date | Jan. 19, 2022 | ||
Principal | $ 100,000 | ||
Discount Recognized | 70,000 | ||
Amortization Expense | 9,823 | ||
Carry Amount | $ 39,823 | ||
Debt Issued Nine [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Feb. 6, 2017 | ||
Maturity Date | Feb. 6, 2022 | ||
Principal | $ 100,000 | ||
Discount Recognized | 70,000 | ||
Amortization Expense | 9,061 | ||
Carry Amount | $ 39,061 | ||
Debt Issued Ten [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Feb. 24, 2017 | ||
Maturity Date | Feb. 24, 2022 | ||
Principal | $ 50,000 | ||
Discount Recognized | 35,000 | ||
Amortization Expense | 3,708 | ||
Carry Amount | $ 18,708 | ||
Debt Issued Eleven [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Mar. 7, 2017 | ||
Maturity Date | Mar. 7, 2022 | ||
Principal | $ 100,000 | ||
Discount Recognized | 70,000 | ||
Amortization Expense | 7,941 | ||
Carry Amount | $ 37,941 | ||
Debt Issued Twelve [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Apr. 3, 2017 | ||
Maturity Date | Apr. 3, 2022 | ||
Principal | $ 75,000 | ||
Discount Recognized | 45,000 | ||
Amortization Expense | 4,500 | ||
Carry Amount | $ 34,500 | ||
Debt Issued Thirteen [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Apr. 10, 2017 | ||
Maturity Date | Apr. 10, 2022 | ||
Principal | $ 75,000 | ||
Discount Recognized | 45,000 | ||
Amortization Expense | 4,250 | ||
Carry Amount | $ 34,250 | ||
Debt Issued Fourteen [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Apr. 19, 2017 | ||
Maturity Date | Apr. 19, 2022 | ||
Principal | $ 50,000 | ||
Discount Recognized | 30,000 | ||
Amortization Expense | 2,683 | ||
Carry Amount | $ 22,683 | ||
Debt Issued Fifteen [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | May 1, 2017 | ||
Maturity Date | May 1, 2022 | ||
Principal | $ 50,000 | ||
Discount Recognized | 30,000 | ||
Amortization Expense | 2,500 | ||
Carry Amount | $ 22,500 | ||
Debt Issued Sixteen [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | May 11, 2017 | ||
Maturity Date | May 11, 2022 | ||
Principal | $ 75,000 | ||
Discount Recognized | 22,500 | ||
Amortization Expense | 1,742 | ||
Carry Amount | $ 54,242 | ||
Debt Issued Seventeen [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | May 24, 2017 | ||
Maturity Date | May 24, 2022 | ||
Principal | $ 75,000 | ||
Discount Recognized | 45,000 | ||
Amortization Expense | 3,484 | ||
Carry Amount | $ 33,484 | ||
Debt Issued Eighteen [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Jun. 8, 2017 | ||
Maturity Date | Jun. 8, 2022 | ||
Principal | $ 100,000 | ||
Discount Recognized | 30,000 | ||
Amortization Expense | 1,883 | ||
Carry Amount | $ 71,883 | ||
Debt Issued Nineteen [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Jun. 27, 2017 | ||
Maturity Date | Jun. 27, 2022 | ||
Principal | $ 100,000 | ||
Discount Recognized | 30,000 | ||
Amortization Expense | 1,567 | ||
Carry Amount | $ 71,567 | ||
Debt Issued Twenty [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Jul. 12, 2017 | ||
Maturity Date | Jul. 12, 2022 | ||
Principal | $ 50,000 | ||
Discount Recognized | 5,000 | ||
Amortization Expense | 220 | ||
Carry Amount | $ 45,220 | ||
Debt Issued Twenty One [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Jul. 26, 2017 | ||
Maturity Date | Jul. 26, 2022 | ||
Principal | $ 135,000 | ||
Discount Recognized | 50,625 | ||
Amortization Expense | 1,851 | ||
Carry Amount | $ 86,226 | ||
Debt Issued Twenty Two [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Jul. 27, 2017 | ||
Maturity Date | Jul. 27, 2022 | ||
Principal | $ 25,000 | ||
Discount Recognized | 9,375 | ||
Amortization Expense | 338 | ||
Carry Amount | $ 15,963 | ||
Debt Issued Twenty Three [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Aug. 1, 2017 | ||
Maturity Date | Aug. 1, 2022 | ||
Principal | $ 75,000 | ||
Discount Recognized | 28,125 | ||
Amortization Expense | 938 | ||
Carry Amount | $ 47,813 | ||
Debt Issued Twenty Four [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Aug. 10, 2017 | ||
Maturity Date | Aug. 10, 2022 | ||
Principal | $ 25,000 | ||
Discount Recognized | |||
Amortization Expense | |||
Carry Amount | $ 25,000 | ||
Debt Issued Twenty Five [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Aug. 23, 2017 | ||
Maturity Date | Aug. 23, 2022 | ||
Principal | $ 50,000 | ||
Discount Recognized | |||
Amortization Expense | |||
Carry Amount | $ 50,000 | ||
Debt Issued Twenty Six [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Aug. 28, 2017 | ||
Maturity Date | Aug. 28, 2022 | ||
Principal | $ 75,000 | ||
Discount Recognized | |||
Amortization Expense | |||
Carry Amount | $ 75,000 | ||
Debt Issued Twenty Seven [Member] | |||
Debt Instrument [Line Items] | |||
Issuance Date | Aug. 30, 2017 | ||
Maturity Date | Aug. 30, 2022 | ||
Principal | $ 75,000 | ||
Discount Recognized | |||
Amortization Expense | |||
Carry Amount | $ 75,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 19, 2017USD ($) | Dec. 31, 2015 | Sep. 30, 2017USD ($)ft² | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)ft² | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)ft² | Apr. 02, 2017USD ($) | May 31, 2016USD ($) | Oct. 02, 2015USD ($) | Jul. 31, 2015USD ($) | Jul. 30, 2015ft² | Jan. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | |||||||||||||
Last month prepaid rent | $ 27,199 | $ 27,199 | $ 46,523 | ||||||||||
Rent expense | 72,155 | $ 32,053 | 190,080 | $ 112,785 | |||||||||
Cash payment for acquisition | 112,500 | $ 0 | |||||||||||
Websites [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Future contractual commitments due in 2017 | 245,000 | ||||||||||||
Future contractual commitments due in 2018 | 205,000 | ||||||||||||
Future contractual commitments due in 2019 | 144,000 | ||||||||||||
Future contractual commitments due in 2020 | 0 | ||||||||||||
Future contractual commitments due in 2021 | 0 | ||||||||||||
Future contingent milestone payments | $ 210,000 | $ 210,000 | 210,000 | ||||||||||
Future bonus in 2017 | 50,000 | ||||||||||||
Future bonus in 2019 | 100,000 | ||||||||||||
Websites [Member] | Black Helmet Apparel [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Monthly base rent owed per operating lease agreement | $ 6,250 | ||||||||||||
Lease expiration date | Dec. 15, 2019 | ||||||||||||
Websites [Member] | Warisboring.com [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Monthly base rent owed per operating lease agreement | $ 5,000 | ||||||||||||
Lease expiration date | Nov. 18, 2018 | ||||||||||||
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% | ||||||||||||
Lease expiration date | Mar. 14, 2019 | ||||||||||||
Security deposit | $ 2,500 | ||||||||||||
4900 Linton Boulevard, Bay 17A, Delray Beach, FL Property [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Area of real estate space | ft² | 2,150 | ||||||||||||
Lease term | 36 months | ||||||||||||
Monthly base rent owed per operating lease agreement | $ 2,329 | ||||||||||||
Period of monthly base rent | 12 months | ||||||||||||
Percentage of escalation in monthly base rent | 3.00% | ||||||||||||
Lease expiration date | Sep. 30, 2017 | ||||||||||||
Security deposit | $ 3,865 | ||||||||||||
First month prepaid rent | 3,865 | ||||||||||||
Last month prepaid rent | 4,015 | ||||||||||||
Monthly common area maintenance | $ 1,317 | ||||||||||||
Period of monthly common area maintenance | 12 months | ||||||||||||
Percentage of escalation in monthly common area maintenance | 4.00% | ||||||||||||
Additional lease [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Area of real estate space | ft² | 2,720 | 2,720 | |||||||||||
Monthly base rent owed per operating lease agreement | $ 1,757 | $ 1,757 | |||||||||||
Monthly base rent owed per operating lease agreement, year two | $ 3,513 | $ 3,513 | |||||||||||
Percentage of escalation in monthly base rent | 3.00% | 3.00% | |||||||||||
Lease expiration date | Jan. 31, 2022 | ||||||||||||
Security deposit | $ 10,000 | $ 10,000 | |||||||||||
First month prepaid rent | 96,940 | ||||||||||||
Last month prepaid rent | 56,199 | 56,199 | |||||||||||
New space lease [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Monthly base rent owed per operating lease agreement | $ 2,471 | $ 2,471 | |||||||||||
Percentage of escalation in monthly base rent | 3.00% | 3.00% | |||||||||||
Lease expiration date | Jan. 31, 2022 | ||||||||||||
Black Helmet Apparel [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Area of real estate space | ft² | 2,667 | ||||||||||||
Lease term | 3 years | ||||||||||||
Monthly base rent owed per operating lease agreement | $ 1,641 | ||||||||||||
Percentage of escalation in monthly base rent | 3.00% | ||||||||||||
Mr. Pagoulatos [Member] | Employment Agreement [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Base salary | $ 60,000 | ||||||||||||
Period of base salary | 60 days | ||||||||||||
Base salary to be paid to related party | $ 75,000 | ||||||||||||
Mr. Rezitis [Member] | Employment Agreement [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Base salary | $ 70,000 | ||||||||||||
Period of base salary | 60 days | ||||||||||||
Base salary to be paid to related party | $ 75,000 | ||||||||||||
Chief Executive Officer [Member] | Executive Employment Agreement [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Base salary to be paid to related party | $ 75,000 | $ 165,000 | $ 95,000 | $ 125,000 | $ 96,000 | $ 77,500 | |||||||
Initial term of employment agreement with related party | 3 years | ||||||||||||
Chief Executive Officer [Member] | Executive Employment Agreement [Member] | Minimum [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Percentage of annual performance bonus | 25.00% | ||||||||||||
Chief Executive Officer [Member] | Executive Employment Agreement [Member] | Maximum [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Percentage of annual performance bonus | 80.00% |
RELATED PARTIES (Narrative) (De
RELATED PARTIES (Narrative) (Details) - USD ($) | 1 Months Ended | ||||
Sep. 30, 2017 | Apr. 25, 2017 | Aug. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | |||||
Unamortized discount on debt instrument | $ 887,855 | $ 389,095 | |||
Notes payable, related parties | $ 1,147,145 | 185,905 | |||
Number of shares issued during period | 28,500 | ||||
Chief Executive Officer [Member] | Series E Convertible Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued during period | 500,000 | ||||
Equity issuance price per share | $ 0.40 | ||||
Convertible Note Payable [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion price | $ 0.50 | ||||
Debt discount amortization period | 5 years | ||||
Unamortized discount on debt instrument | $ 887,855 | $ 389,095 | |||
Convertible Note Payable [Member] | Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Convertible notes | $ 1,460,000 | $ 575,000 | |||
Conversion price | $ 0.50 | $ 0.40 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) | Sep. 06, 2017 | Mar. 03, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | Apr. 25, 2017 | Jan. 31, 2017 | Jan. 16, 2017 | Aug. 18, 2016 | Mar. 22, 2016 | May 22, 2015 | Apr. 30, 2013 | Apr. 20, 2011 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Stockholders' Equity [Line Items] | |||||||||||||||||
Preferred stock, par value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||
Preferred stock, shares issued | 600,000 | 600,000 | 600,000 | 100,000 | |||||||||||||
Preferred stock, shares outstanding | 600,000 | 600,000 | 600,000 | 100,000 | |||||||||||||
Number of shares issued | 28,500 | ||||||||||||||||
Fair value of shares issued | $ 22,800 | $ 50,000 | |||||||||||||||
Common stock issued for services | $ 3,060 | ||||||||||||||||
Stock options granted | 10,000 | ||||||||||||||||
Stock options, exercise price | $ 0.50 | ||||||||||||||||
Fair value of options granted | $ 1,840 | $ 1,840 | $ 1,840 | ||||||||||||||
Fair value of options granted per option | $ 0.184 | ||||||||||||||||
Share based compensation expense | 21,983 | $ 30,069 | 95,821 | $ 107,193 | |||||||||||||
Unrecognized compensation cost | $ 104,051 | $ 104,051 | $ 104,051 | ||||||||||||||
Vesting period | 10 years | ||||||||||||||||
Daily Engage Media [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Number of shares issued for purchase consideration | 1,100,223 | ||||||||||||||||
Value of shares issued for purchase consideration | $ 429,091 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Number of shares issued | 125,000 | ||||||||||||||||
Fair value of shares issued | $ 1,250 | ||||||||||||||||
Stock Issued for services, shares | 3,600 | ||||||||||||||||
Common stock issued for services | $ 36 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Preferred stock, shares issued | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||||
Preferred stock, shares outstanding | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||
Dividend rate | 10.00% | ||||||||||||||||
Number of preferred shares converted | 1,800,000 | ||||||||||||||||
Number of preferred shares converted into common stock | 1,800,000 | ||||||||||||||||
Preferred stock dividend shares accrued | 7,205 | ||||||||||||||||
Common stock issued as dividend | 10,000 | 10,000 | |||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Preferred stock, shares issued | 100,000 | 100,000 | 100,000 | ||||||||||||||
Preferred stock, shares outstanding | 100,000 | 100,000 | 100,000 | ||||||||||||||
Dividend rate | 10.00% | ||||||||||||||||
Common stock issued as dividend | 10,000 | ||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||
Dividend rate | 10.00% | ||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||
Dividend rate | 10.00% | ||||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||
Dividend rate | 10.00% | ||||||||||||||||
Series E Convertible Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 2,500,000 | ||||||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | ||||||||||||||
Preferred stock, shares outstanding | 500,000 | 500,000 | 500,000 | ||||||||||||||
Preferred stock, shares liquidation preference | $ 0.40 | ||||||||||||||||
Dividend rate | 10.00% | 10.00% | |||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | 0 | |||||||||||||
Preferred stock, shares outstanding | 500,000 | 500,000 | 500,000 | 0 | |||||||||||||
Equity issuance price per share | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||||
2015 Plan [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Shares reserved for issuance | 1,000,000 | ||||||||||||||||
Shares remaining for future issuance | 439,000 | 439,000 | 439,000 | ||||||||||||||
Maximum allowable annual shares granted to any individual | 100,000 | ||||||||||||||||
2013 Plan [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Shares reserved for issuance | 900,000 | ||||||||||||||||
Shares remaining for future issuance | 134,000 | 134,000 | 134,000 | ||||||||||||||
Maximum allowable annual shares granted to any individual | 180,000 | ||||||||||||||||
2011 Plan [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Shares reserved for issuance | 900,000 | ||||||||||||||||
Shares remaining for future issuance | 27,000 | 27,000 | 27,000 | ||||||||||||||
Maximum allowable annual shares granted to any individual | 180,000 | ||||||||||||||||
Director [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Stock options granted | 46,000 | ||||||||||||||||
Stock options, exercise price | $ 0.695 | ||||||||||||||||
Fair value of options granted | $ 18,354 | ||||||||||||||||
Fair value of options granted per option | $ 0.3990 | ||||||||||||||||
Vesting period | 10 years | ||||||||||||||||
Executive Officer and Director [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Stock options granted | 100,000 | ||||||||||||||||
Stock options, exercise price | $ 0.695 | ||||||||||||||||
Fair value of options granted | $ 39,901 | ||||||||||||||||
Fair value of options granted per option | $ 0.3990 | ||||||||||||||||
Vesting period | 10 years | ||||||||||||||||
Consulting [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Stock Issued for services, shares | 3,600 | ||||||||||||||||
Equity issuance price per share | $ 0.85 | ||||||||||||||||
Common stock issued for services | $ 3,060 | ||||||||||||||||
Mr. W. Kip Speyer [Member] | Series E Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Number of shares issued | 500,000 | ||||||||||||||||
Equity issuance price per share | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||||
Private investor [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||
Number of shares issued | 125,000 | ||||||||||||||||
Fair value of shares issued | $ 50,000 | ||||||||||||||||
Equity issuance price per share | $ 0.40 |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Fair Value Assumptions for Stock Options) (Details) - Stock Option [Member] | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 2 months 30 days | 6 years 2 months 30 days |
Expected volatility | 52.00% | 63.00% |
Risk-free interest rate | 1.99% | 0.38% |
Dividend yield | 0.00% | 0.00% |
Expected forfeiture rate | 0.00% | 0.00% |
SHAREHOLDERS' EQUITY (Schedul49
SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Number of Options | ||
Balance Outstanding, Beginning | 2,281,000 | |
Granted | 10,000 | |
Exercised | ||
Forfeited | (104,000) | |
Expired | ||
Balance Outstanding, Ending | 2,187,000 | 2,187,000 |
Exercisable, Ending | 1,640,000 | 1,640,000 |
Weighted Average Exercise Price | ||
Balance Outstanding, Beginning | $ 0.47 | |
Granted | $ 0.50 | |
Exercised | ||
Forfeited | ||
Expired | ||
Balance Outstanding, Ending | 0.45 | 0.45 |
Exercisable, Ending | $ 0.31 | $ 0.31 |
Weighted Average Remaining Contractual Term | ||
Outstanding, Beginning | 6 years 9 months 18 days | |
Outstanding, Ending | 5 years 10 months 25 days | |
Exercisable, Ending | 3 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Outstanding, Beginning | $ 795,185 | |
Outstanding, Ending | $ 220,174 | $ 220,174 |
SHAREHOLDERS' EQUITY (Schedul50
SHAREHOLDERS' EQUITY (Schedule of Options Outstanding Under Option Plans) (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Options Outstanding | |
Number Outstanding | shares | 2,187,000 |
Remaining Average Contractual Life (In Years) | 5 years 10 months 25 days |
Weighted Average Exercise Price | $ 0.45 |
Options Exercisable | |
Number Exercisable | shares | 1,640,000 |
Weighted Average Exercise Price | $ 0.31 |
Remaining Average Conversion Life | 3 years 9 months 18 days |
0.14 - 0.24 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 0.14 |
Exercise price upper range limit | $ 0.24 |
Options Outstanding | |
Number Outstanding | shares | 720,000 |
Remaining Average Contractual Life (In Years) | 1 year 1 month 6 days |
Weighted Average Exercise Price | $ 0.14 |
Options Exercisable | |
Number Exercisable | shares | 720,000 |
Weighted Average Exercise Price | $ 0.14 |
Remaining Average Conversion Life | 1 year 1 month 6 days |
0.25 - 0.49 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 0.25 |
Exercise price upper range limit | $ 0.49 |
Options Outstanding | |
Number Outstanding | shares | 351,000 |
Remaining Average Contractual Life (In Years) | 1 year 8 months 12 days |
Weighted Average Exercise Price | $ 0.28 |
Options Exercisable | |
Number Exercisable | shares | 351,000 |
Weighted Average Exercise Price | $ 0.28 |
Remaining Average Conversion Life | 1 year 7 months 6 days |
0.50 - 0.85 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 0.50 |
Exercise price upper range limit | $ 0.85 |
Options Outstanding | |
Number Outstanding | shares | 1,116,000 |
Remaining Average Contractual Life (In Years) | 3 years 1 month 6 days |
Weighted Average Exercise Price | $ 0.69 |
Options Exercisable | |
Number Exercisable | shares | 569,000 |
Weighted Average Exercise Price | $ 0.60 |
Remaining Average Conversion Life | 1 year 2 months 12 days |
CONCENTRATIONS (Narrative) (Det
CONCENTRATIONS (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Concentration Risk [Line Items] | ||||
Cash balance insured by FDIC | $ 250,000 | $ 250,000 | ||
Executive Officer and Director [Member] | ||||
Concentration Risk [Line Items] | ||||
Proceeds from issuance of convertible notes and sale of Series E stock | $ 950,000 | |||
Paypal [Member] | Revenue [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 52.00% | 7.00% | 51.00% | 7.00% |
Amazon [Member] | Revenue [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 47.00% | 92.00% | 48.00% | 90.00% |
CONCENTRATIONS (Schedule of Per
CONCENTRATIONS (Schedule of Percentage of Purchases) (Details) - Purchases [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Citizens Watch Company of America, Inc [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of purchases | 52.00% | 37.00% | 58.00% | 40.00% |
Bulova Corporation [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of purchases | 17.00% | 18.00% | 18.00% | 18.00% |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - $ / shares | 1 Months Ended | 2 Months Ended | |
Sep. 30, 2017 | Apr. 25, 2017 | Nov. 20, 2017 | |
Subsequent Event [Line Items] | |||
Number of shares issued during period | 28,500 | ||
Chief Executive Officer [Member] | Series E Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued during period | 500,000 | ||
Equity issuance price per share | $ 0.40 | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | Series E Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued during period | 625,000 | ||
Equity issuance price per share | $ 0.40 |