| Document and Entity Information | 3 Months Ended | |
| Mar. 31, 2015 | 13-May-15 | |
| Document And Entity Information | ||
| Entity Registrant Name | Zonzia Media, Inc. | |
| Entity Central Index Key | 356870 | |
| Document Type | 10-Q | |
| Document Period End Date | 31-Mar-15 | |
| Amendment Flag | FALSE | |
| Current Fiscal Year End Date | -19 | |
| Is Entity a Well-known Seasoned Issuer? | No | |
| Is Entity a Voluntary Filer? | No | |
| Is Entity's Reporting Status Current? | No | |
| Entity Filer Category | Smaller Reporting Accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 213,137,162 | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2015 |
| Condensed Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
| Current Assets | ||
| Cash | $3,936 | $208 |
| Prepaid professional fees | 2,420 | 0 |
| Total assets | 6,356 | 208 |
| Current Liabilities | ||
| Accounts payable | 749,526 | 710,769 |
| Accrued expenses | 267,799 | 690,247 |
| Related party accounts payable | 0 | 340,163 |
| Accrued compensation | 241,435 | 495,167 |
| Total current liabilities | 1,258,760 | 2,236,346 |
| Stockholders' Equity (Deficit) | ||
| Preferred stock, $0.001 par value, 200,000,000 shares authorized and none issued and outstanding at March 31, 2015 and December 31, 2014 | 0 | 0 |
| Common stock, $0.001 par value, 2,000,000,000 shares authorized and 211,197,162 and 758,065,119 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 211,197 | 758,065 |
| Additional paid in capital | 90,153,456 | 22,923,087 |
| Accumulated deficit | -91,617,057 | -25,917,290 |
| Total stockholders' equity (deficit) | -1,252,404 | -2,236,138 |
| Total liabilities and stockholders' equity (deficit) | $6,356 | $208 |
| Condensed Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $0.00 | $0.00 |
| Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
| Common stock, shares issued | 211,197,162 | 758,065,119 |
| Common stock, shares outstanding | 211,197,162 | 758,065,119 |
| Condensed Statement of Operations (USD $) | 3 Months Ended |
| Mar. 31, 2015 | |
| Revenue | |
| Net revenue | $0 |
| Expenses | |
| General and administrative | 322,441 |
| Sales and marketing | -297,928 |
| Officer and director compensation | 65,675,677 |
| Professional fees | 819,599 |
| Total operating expenses | 66,519,789 |
| Loss from operations | -66,519,789 |
| Net loss per share - basic and diluted | ($0.20) |
| Net loss | ($66,519,789) |
| Weighted average shares outstanding | 326,733,511 |
| Condensed Statements of Stockholders Equity (Deficit) (USD $) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
| Beginning balance, value at May. 23, 2014 | $0 | $488 | $0 | $488 |
| Beginning balance, shares at May. 23, 2014 | 0 | |||
| Issuance of founders shares | 48,500,000 | |||
| Issuance of founders shares value | 48 | -48 | ||
| Cancellation of founders shares related to reverse capitalization, shares | -48,500,000 | |||
| Cancellation of founders shares related to reverse capitalization, value | -48 | 47 | -1 | |
| Reverse capitalization, shares | 757,689,386 | |||
| Reverse capitalization, value | 757,689 | -488 | -820,022 | -62,821 |
| Common stock issued for debt settlement, shares | 375,733 | |||
| Common stock issued for debt settlement, value | 376 | 123,088 | 123,464 | |
| Stock based compensation | 22,800,000 | 22,800,000 | ||
| Net loss | -25,097,268 | -25,097,268 | ||
| Ending balance, value at Dec. 31, 2014 | 758,065 | 22,923,087 | -25,917,290 | -2,236,138 |
| Ending balance, shares at Dec. 31, 2014 | 758,065,119 | |||
| Settlement agreement with former officers and directors, shares | -709,121,205 | |||
| Settlement agreement with former officers and directors, value | -709,121 | 162,000 | 820,022 | 272,901 |
| Stock based compensation, shares | 149,092,500 | |||
| Stock based compensation, value | 149,093 | 64,620,516 | 64,769,609 | |
| Common stock issued for previously accrued consulting fees, shares | 75,000 | |||
| Common stock issued for previously accrued consulting fees, value | 75 | 24,925 | 25,000 | |
| Common stock issued for cash, shares | 585,748 | |||
| Common stock issued for cash, value | 585 | 95,265 | 95,850 | |
| Common stock issued for employment agreement termination, shares | 5,000,000 | |||
| Common stock issued for employment agreement termination, value | 5,000 | 1,895,000 | 1,900,000 | |
| Related party debt forgiveness | 100,000 | 100,000 | ||
| Common stock issued for settlement of related party accounts payable, shares | 7,500,000 | |||
| Common stock issued for settlement of related party accounts payable, value | 7,500 | 332,663 | 340,163 | |
| Net loss | -66,519,789 | -66,519,789 | ||
| Ending balance, value at Mar. 31, 2015 | $211,197 | $90,153,456 | ($91,617,057) | ($1,252,404) |
| Ending balance, shares at Mar. 31, 2015 | 211,197,162 |
| Condensed Statement of Cash Flows (USD $) | 3 Months Ended |
| Mar. 31, 2015 | |
| Cash Flows from Operating Activities | |
| Net loss | ($66,519,789) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |
| Stock-based compensation | 66,834,609 |
| Gain on non-cash settlement of accrued expenses | -809,714 |
| Change in prepaid professional fees | -2,420 |
| Change in accounts payable | 163,757 |
| Change in accrued expenses | 0 |
| Change in related party accounts payable | 0 |
| Change in accrued payroll | 241,435 |
| Net cash used in operating activities | -92,122 |
| Cash Flows from Financing Activities | |
| Proceeds from issuance of common stock | 95,850 |
| Net cash provided by financing activities | 95,850 |
| Net increase in cash | 3,728 |
| Cash at beginning of the period | 208 |
| Cash at end of the period | 3,936 |
| Supplementary Disclosures of Cash Flow Information | |
| Cash paid for income taxes | 0 |
| Cash paid for interest | $0 |
| 1. Interim Financial Statements | 3 Months Ended | ||
| Mar. 31, 2015 | |||
| Accounting Policies [Abstract] | |||
| 1. Interim Financial Statements | The accompanying interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Further, the accompanying condensed statement of operations and cash flows do not contain the comparative period ended March 31, 2014 due to our inception date being May 24, 2014. | ||
| The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. | |||
| Description of Business | |||
| Zonzia Media, Inc, initially organized as HDIMAX Media, Inc., and incorporated in the State of Delaware in May 2014, is a digital publishing and broadcast Company focused on content development and multi-platform content distribution, advertising, and ecommerce. | |||
| Reverse Merger with Indigo-Energy, Inc. | |||
| On November 21, 2014, through a wholly-owned subsidiary of a public shell Company then known as Indigo-Energy, Inc., HDIMAX Acquisition Corporation, a Nevada corporation, was merged with and into HDIMAX, Inc., a Delaware corporation (“HDIMAX”) (such merger, the “Merger”) pursuant to the Agreement and Plan of Merger, effective as of September 2, 2014, and as amended effective as of November 20, 2014, by and among Indigo-Energy, Inc. (our “company” or “we” or “us”), HDIMAX and HDIMAX Acquisition Corporation (the “Merger Agreement”). HDIMAX was the surviving corporation of the Merger and as such will continue as a wholly-owned subsidiary of our Company. Upon closing the merger, we changed our name to HDIMAX Media, Inc. | |||
| As a result of the Merger, all of HDIMAX’s common stock was converted into 712,121,205 shares of our Company’s common stock, which represents approximately 94% of the outstanding shares of our company’s common stock after giving effect to the Merger. The common stock issuance, representing 94% of the outstanding shares of the consolidated Company was accounted for as a reverse capitalization in accordance with accounting principles generally accepted in the United States (“US GAAP”) and the Rules and Regulations as promulgated by the United States Securities and Exchanges Commission (“SEC”). | |||
| On January 22, 2015, we entered into a Settlement Agreement in which we cancelled all of the 712,121,205 shares of restricted and unregistered common stock previously issued to effectuate the merger with Rajinder Brar, the previous sole owner of HDIMAX, Inc. In consideration for the shares being cancelled, we forfeited our rights to sell advertising and other products on websites previously controlled Mr. Brar and related entities, with the exception of www.hdimax.com. An outline of the significant terms of the Settlement Agreement includes, but is not limited to, the following: | |||
| · | The 712,121,205 million shares of HDIMAX Media, Inc. (formerly Indigo-Energy) common stock issued to Rajinder Brar, the owner of 100% of the previously outstanding stock of HDIMAX, Inc. immediately preceding the reverse acquisition transaction, were cancelled. | ||
| · | Rajinder Brar, Aneliya Vasileva, and Myles Pressey III, previously appointed as the Company’s officers and Board of Directors immediately following the completion of the reverse acquisition, resigned and forfeited future compensation terms associated with any and all previously agreed upon employment agreements, inclusive of the compensation accrued as of December 31, 2014. | ||
| · | Mr. James C. Walter Sr. was reappointed to serve as a Director charged with appointing new officers. Mr. Walter Sr. served as the Sole Officer and Director of the Company immediately preceding the completion of the reverse acquisition transaction. | ||
| · | The Company’s option agreement to acquire Fashion Style Magazine, Inc., an entity wholly owned by Rajinder Brar, was cancelled. | ||
| · | The Omnibus Agreement and License dated November 21, 2014, by and between the Company and Fashion Style Magazine, Inc. was terminated. The brands and assets wholly owned by Rajinder Brar through Fashion Style Magazine, Inc. were intended to be a core portion of the consolidated Company’s business operations subsequent to the completion of the reverse acquisition. | ||
| · | The Company forfeited all rights to Frontlinewire.com, a brand and website acquired in the reverse acquisition. | ||
| · | The Company maintained all rights to hdimax.com, a brand and website acquired in the reverse acquisition, but agreed to assign those assets back to their original owners by May 1, 2015. We do not intend to further develop or publish content at www.hdimax.com. | ||
| For additional details, including a copy of the Settlement Agreement, please see our Current Report on Form 8-K filed on January 29, 2015. | |||
| On March 9, 2015 we changed our name to Zonzia Media, Inc. and we are developing a new multi-platform entertainment distribution channel with the goal of being a unique hybrid of a linear channel, a video-on-demand channel and an over-the-top channel. Our technology will allow our viewers instant access to our available content. | |||
| Use of Estimates | |||
| In preparing financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenditures during the reported periods. Actual results could differ materially from those estimates. | |||
| Cash and Cash Equivalents | |||
| We consider all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. We did not have any cash equivalents at March 31, 2015 or December 31, 2014. | |||
| Recently Issued Accounting Pronouncements | |||
| There have been no recently issued accounting pronouncements that were not previously disclosed in our annual report on Form 10-K filed on April 15, 2015 through the date of this report that we believe will have a material impact on our financial position, results of operations, or cash flows. | |||
| 2. Going Concern | 3 Months Ended |
| Mar. 31, 2015 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| 2. Going Concern | Since our inception on May 24, 2014, we have generated immaterial revenues resulting in the incurrence of net losses through March 31, 2015. This has further led to negative working capital, all which results in substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
| Our management, Board, and Advisory Board has focused its efforts and our limited resources on raising additional capital through debt or equity offerings at terms not detrimental to our planned future operations. As of the date of this report we do not have any firm funding commitments. |
| 3. Related Party Transactions | 3 Months Ended |
| Mar. 31, 2015 | |
| Related Party Transactions [Abstract] | |
| 3. Related Party Transactions | During the three months ended March 31, 2015 we settled prior obligations due to a related party totaling $340,163 via the issuance of 7,500,000 shares of restricted and unregistered shares of common stock. The settled obligation also represents that balance outstanding as of December 31, 2014. |
| During the three months ended March 31, 2015 our Chief Compliance Officer agreed to forgive an accrued bonus at December 31, 2014 totaling $100,000. Since we consider our Chief Compliance Officer a related party we have determined the bonus forgiveness was in the nature of a capital contribution and no gain was recognized for the forgiveness of the obligation in the accompanying condensed statement of operations. | |
| We issued a Director 250,000 shares of restricted and unregistered shares of common stock for cash proceeds totaling $25,000 in January 2015. | |
| As part of the Settlement Agreement we entered into on January 22, 2015 we cancelled restricted stock award grants to two of our former officers. Since we did not replace a cancelled award totaling 52,500,000 shares of restricted and unregistered shares of common stock, and effectively repurchased the award for no consideration as assumed by the application of accounting principles generally accepted in the United States, the unrecognized grant-date fair value of the award totaling $9,975,000 was recognized during the three months ended March 31, 2015. Additionally, we cancelled a restricted stock award granted to our current Interim Chief Executive Officer totaling 67,500,000 shares and replaced the award with the grant of 125,000,000 shares of restricted and unregistered shares as part of a new employment agreement on January 29, 2015. The total compensation cost recognized during the three months ended March 31, 2015 associated with the cancellation and replacement of this restricted stock award was $47,500,000. |
| 4. Stockholders' Equity | 3 Months Ended |
| Mar. 31, 2015 | |
| Equity [Abstract] | |
| 4. Stockholders' Equity | The following provides information for the shares of restricted and unregistered shares of common stock that we issued (or cancelled) from January 1, 2015 through the date of this report: |
| In January 2015 we issued 75,000 shares of restricted and unregistered common stock for consulting services valued at $25,000. | |
| In January 2015 we issued 57,971 shares restricted and unregistered shares of common stock for cash totaling $10,000. | |
| We issued a Director 250,000 shares of restricted and unregistered shares of common stock for cash proceeds totaling $25,000 in January 2015. | |
| In January 2015 we issued a total of 145,000,000 shares of restricted and unregistered shares of common stock as compensation to our officers, directors, and other consultants valued at $54,016,061. | |
| In January 2015 we issued 5,000,000 shares of restricted and unregistered shares of common stock to a former employee of HDIMAX, Inc. valued at $1,900,000. | |
| In January 2015, in accordance with the terms of our Settlement Agreement with our former Chairman and Chief Executive Officer, we cancelled 712,121,205 shares of unregistered and restricted common stock. We recognized settlement expense, included in the general and administrative expenses in the accompanying condensed statement of operations, totaling $107,901 and reversed the previously recognized accumulated deficit adjustment of $820,022 associated with the Settlement. | |
| In February 2015 we issued 142,500 shares of restricted and unregistered common stock for accounting and legal services valued at $21,179. | |
| In February 2015 we issued a total of 200,000 shares of restricted and unregistered shares of common stock as compensation directors valued at $38,348. | |
| In February 2015 we issued 3,750,000 shares of restricted and unregistered common stock for consulting services valued at $719,021. | |
| In February 2015 we issued 177,777 restricted and unregistered shares of common stock for cash totaling $32,800. | |
| In February 2015 we issued 7,500,000 shares of restricted and unregistered common stock in settlement of previously accrued related party liabilities totaling $340,163. | |
| In March 2015 we issued 100,000 restricted and unregistered shares of common stock for cash totaling $28,050. | |
| In April 2015 we issued 440,000 shares of restricted and unregistered common stock in conjunction with the issuance of notes payable for total consideration of $70,000. |
| 5. Accrued Expenses | 3 Months Ended |
| Mar. 31, 2015 | |
| Payables and Accruals [Abstract] | |
| 5. Accrued Expenses | During the quarter ended March 31, 2015 our management, with the assistance of our defense attorney, analyzed the merit and likelihood of an unfavorable outcome in the matter of Congoo, LLC v. HDIMAX Max Media, Inc. Civ. Action No. 3:15-cv-01423. Based on the facts and circumstances, we determined the likelihood of an unfavorable outcome to be remote. Correspondingly, we reversed the previously accrued obligation of $422,448 as presented in sales and marketing expense in the accompanying condensed statement of operations. |
| 6. Subsequent Events | 3 Months Ended |
| Mar. 31, 2015 | |
| Subsequent Events [Abstract] | |
| 6. Subsequent Events | On April 21, 2015, our Chairman of the Board of Directors, Myles A. Pressey III, resigned as Interim Chief Executive Officer. On the same date, we appointed Naresh Malik to serve as our Chief Executive Officer. Mr. Malik possesses extensive experience in the film and entertainment services industry. Upon the appointment of Mr. Malik, we entered into an employment agreement providing for a base salary of $250,000 and a one-time grant of 5,000,000 fully vested shares of restricted and unregistered common stock. Mr. Malik is also entitled to receive other performance based bonuses and customary benefits. |
| In May 2015 we issued 1,500,000 shares of restricted and unregistered common stock for cash totaling $150,000 to an investor. The investor also received a total of 1,500,000 warrants, each convertible into one share of restricted and unregistered common stock at an exercise price of $0.275 per share for a period of three years. |
| 1. Interim Financial Statements (Policies) | 3 Months Ended | ||
| Mar. 31, 2015 | |||
| Accounting Policies [Abstract] | |||
| Description of Business | Description of Business | ||
| Zonzia Media, Inc, initially organized as HDIMAX Media, Inc., and incorporated in the State of Delaware in May 2014, is a digital publishing and broadcast Company focused on content development and multi-platform content distribution, advertising, and ecommerce. | |||
| Reverse Merger with Indigo-Energy, Inc. | Reverse Merger with Indigo-Energy, Inc. | ||
| On November 21, 2014, through a wholly-owned subsidiary of a public shell Company then known as Indigo-Energy, Inc., HDIMAX Acquisition Corporation, a Nevada corporation, was merged with and into HDIMAX, Inc., a Delaware corporation (“HDIMAX”) (such merger, the “Merger”) pursuant to the Agreement and Plan of Merger, effective as of September 2, 2014, and as amended effective as of November 20, 2014, by and among Indigo-Energy, Inc. (our “company” or “we” or “us”), HDIMAX and HDIMAX Acquisition Corporation (the “Merger Agreement”). HDIMAX was the surviving corporation of the Merger and as such will continue as a wholly-owned subsidiary of our Company. Upon closing the merger, we changed our name to HDIMAX Media, Inc. | |||
| As a result of the Merger, all of HDIMAX’s common stock was converted into 712,121,205 shares of our Company’s common stock, which represents approximately 94% of the outstanding shares of our company’s common stock after giving effect to the Merger. The common stock issuance, representing 94% of the outstanding shares of the consolidated Company was accounted for as a reverse capitalization in accordance with accounting principles generally accepted in the United States (“US GAAP”) and the Rules and Regulations as promulgated by the United States Securities and Exchanges Commission (“SEC”). | |||
| On January 22, 2015, we entered into a Settlement Agreement in which we cancelled all of the 712,121,205 shares of restricted and unregistered common stock previously issued to effectuate the merger with Rajinder Brar, the previous sole owner of HDIMAX, Inc. In consideration for the shares being cancelled, we forfeited our rights to sell advertising and other products on websites previously controlled Mr. Brar and related entities, with the exception of www.hdimax.com. An outline of the significant terms of the Settlement Agreement includes, but is not limited to, the following: | |||
| · | The 712,121,205 million shares of HDIMAX Media, Inc. (formerly Indigo-Energy) common stock issued to Rajinder Brar, the owner of 100% of the previously outstanding stock of HDIMAX, Inc. immediately preceding the reverse acquisition transaction, were cancelled. | ||
| · | Rajinder Brar, Aneliya Vasileva, and Myles Pressey III, previously appointed as the Company’s officers and Board of Directors immediately following the completion of the reverse acquisition, resigned and forfeited future compensation terms associated with any and all previously agreed upon employment agreements, inclusive of the compensation accrued as of December 31, 2014. | ||
| · | Mr. James C. Walter Sr. was reappointed to serve as a Director charged with appointing new officers. Mr. Walter Sr. served as the Sole Officer and Director of the Company immediately preceding the completion of the reverse acquisition transaction. | ||
| · | The Company’s option agreement to acquire Fashion Style Magazine, Inc., an entity wholly owned by Rajinder Brar, was cancelled. | ||
| · | The Omnibus Agreement and License dated November 21, 2014, by and between the Company and Fashion Style Magazine, Inc. was terminated. The brands and assets wholly owned by Rajinder Brar through Fashion Style Magazine, Inc. were intended to be a core portion of the consolidated Company’s business operations subsequent to the completion of the reverse acquisition. | ||
| · | The Company forfeited all rights to Frontlinewire.com, a brand and website acquired in the reverse acquisition. | ||
| · | The Company maintained all rights to hdimax.com, a brand and website acquired in the reverse acquisition, but agreed to assign those assets back to their original owners by May 1, 2015. We do not intend to further develop or publish content at www.hdimax.com. | ||
| For additional details, including a copy of the Settlement Agreement, please see our Current Report on Form 8-K filed on January 29, 2015. | |||
| On March 9, 2015 we changed our name to Zonzia Media, Inc. and we are developing a new multi-platform entertainment distribution channel with the goal of being a unique hybrid of a linear channel, a video-on-demand channel and an over-the-top channel. Our technology will allow our viewers instant access to our available content. | |||
| Use of Estimates | Use of Estimates | ||
| In preparing financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenditures during the reported periods. Actual results could differ materially from those estimates. | |||
| Cash and Cash Equivalents | Cash and Cash Equivalents | ||
| We consider all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. We did not have any cash equivalents at March 31, 2015 or December 31, 2014. | |||
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||
| There have been no recently issued accounting pronouncements that were not previously disclosed in our annual report on Form 10-K filed on April 15, 2015 through the date of this report that we believe will have a material impact on our financial position, results of operations, or cash flows. | |||
| 3. Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | |
| Mar. 31, 2015 | Dec. 31, 2014 | |
| Due to related parties | $0 | $340,163 |
| Stock issued in settlement of related party debt, shares issued | 7,500,000 | |
| Proceeds from issuance of stock | 95,850 | |
| Gain on unrecognized grant date fair value of stock award | 9,975,000 | |
| Share-based compensation | 66,834,609 | |
| Cancellation of Restricted Stock Award | ||
| Share-based compensation | 47,500,000 | |
| Director | ||
| Common stock issued for cash, shares | 250,000 | |
| Proceeds from issuance of stock | $25,000 |
