Zonzia Media (ZONX) 10-Q 23 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 23, 2015
Document And Entity Information
Entity Registrant Name	Zonzia Media, Inc.
Entity Central Index Key	356,870
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Accelerated Filer
Entity Common Stock, Shares Outstanding		229,440,924
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current Assets
Cash	$ 28,377	$ 208
Licensed content	480,000	0
Total Current Assets	508,377	208
Other Assets
Other Assets	10,000	0
Total assets	518,377	208
Current Liabilities
Accounts payable	1,661,392	710,769
Accrued expenses	372,460	690,247
Related party accounts payable	0	340,163
Accrued compensation	618,087	495,167
Accrued interest	2,810	0
Convertible promissory notes payable, net of discounts	150,261	0
Promissory notes payable	70,000	0
Derivative liability	532,600	0
Total current liabilities	3,407,610	2,236,346
Stockholders' Equity (Deficit)
Preferred stock, $0.001 par value, 200,000,000 shares authorized and none issued and outstanding at September 30, 2015 and December 31, 2014	0	0
Common stock, $0.001 par value, 2,000,000,000 shares authorized and 229,249,597 and 758,065,119 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively	229,250	758,065
Additional paid in capital	101,267,847	22,923,087
Accumulated deficit	(104,386,330)	(25,917,290)
Total stockholders' equity (deficit)	(2,889,233)	(2,236,138)
Total liabilities and stockholders' equity (deficit)	$ 518,377	$ 208

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ .001
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	$ 0.001	$ .001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	229,249,597	758,065,119
Common stock, shares outstanding	229,249,597	758,065,119

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2015
Revenue
Net revenue	$ 0	$ 439	$ 439	$ 0
Expenses
General and administrative	31,531	19,180	19,281	418,114
Sales and marketing	320,224	156,942	156,942	157,381
Officer and director compensation	3,417,552	0	54,800	76,307,429
Professional fees	196,228	294,906	387,906	2,234,276
Total operating expenses	3,965,535	471,028	618,929	79,117,200
Gain (loss) from operations	(3,965,535)	(470,589)	(618,490)	(79,117,200)
Other income (expense)
Gain on change in fair value of derivatives	12,010	0	0	12,010
Interest Expense	(72,853)	(4,452)	(4,452)	(183,872)
Total other expenses	(60,843)	(4,452)	(4,452)	(171,862)
Net loss	$ (4,026,378)	$ (475,041)	$ (622,942)	$ (79,289,062)
Net loss per share - basic and diluted	$ (.02)	$ (.01)	$ (.01)	$ (.31)
Weighted average shares outstanding	228,759,483	48,500,000	48,500,000	257,285,107

Condensed Statements of Stockho

Condensed Statements of Stockholders Equity (Deficit) - USD ($)	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Total
Beginning balance, shares at May. 23, 2014	0
Beginning balance, value at May. 23, 2014	$ 0	$ 488	$ 0	$ 488
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, shares at Dec. 31, 2014	758,065,119
Ending balance, value at Dec. 31, 2014	$ 758,065	22,923,087	(25,917,290)	(2,236,138)
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	157,868,500
Stock based compensation, value	$ 157,868	69,890,516		71,556,339
Common stock issued for previously accrued consulting fees, shares	533,524
Common stock issued for previously accrued consulting fees, value	$ 5,335	1,109,340		1,114,675
Common stock issued for cash, shares	3,882,601
Common stock issued for cash, value	$ 3,882	421,968		425,850
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
Common stock issued in lieu of interest, shares	721,058
Common stock issued in lieu of interest, value	$ 721	111,246		111,967
Stock based compensation		7,266,024		7,266,024
Services contributed by employees/officers		288,988		288,988
Reclassification of options and warrants to liability		(493,161)		(493,161)
Net loss			(79,289,062)	(79,289,062)
Ending balance, shares at Sep. 30, 2015	229,249,597
Ending balance, value at Sep. 30, 2015	$ 229,250	$ 101,267,847	$ (104,386,330)	$ (2,889,233)

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	4 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015
Cash Flows from Operating Activities
Net loss	$ (622,942)	$ (79,289,062)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation	0	77,729,258
Non-cash interest	0	163,415
(Gain) loss on change in fair value of derivatives	0	(12,010)
Debt discount accretion	0	19,763
Gain on non-cash settlement of accrued expenses	0	(809,714)
Change in other assets	(488)	(10,000)
Change in accounts payable	104,509	595,623
Change in accrued expenses	107,333	104,661
Change in accrued compensation	0	907,075
Change in accrued interest	4,452	2,810
Net cash used in operating activities	(407,136)	(598,181)
Cash Flows from Financing Activities
Proceeds from issuance of related party promissory notes	450,000	70,000
Proceeds from issuance of convertible promissory notes	0	130,500
Proceeds from issuance of common stock	488	425,850
Net cash provided by financing activities	450,488	626,350
Net increase in cash	43,352	28,169
Cash at beginning of the period	0	208
Cash at end of the period	43,352	28,377
Supplementary Disclosures of Cash Flow Information
Cash paid for income taxes	0	0
Cash paid for interest	$ 0	$ 0

1. Interim Financial Statements

1. Interim Financial Statements	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
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 and nine month periods ended September 30, 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. 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 multi-platform entertainment company focused on delivering compelling content with the objective of generating both advertising and subscription revenue. 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 · 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 on most internet connected devices. 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 September 30, 2015 or December 31, 2014. Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Embedded Conversion Features and Other Equity-linked Instruments The Company classifies all of its common stock purchase warrants and other derivative financial instruments as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) contracts that contain reset provisions. The Company assesses classification of its equity-linked instruments at each reporting date to determine whether a change in classification between equity and liabilities (assets) is required. 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

2. Going Concern	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Since our inception on May 24, 2014, we have generated immaterial revenues resulting in the incurrence of net losses through September 30, 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. Related Party Transactions	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions	During the nine months ended September 30, 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 nine months ended September 30, 2015 a total of four of our Officers agreed to waive all or portions of their base salaries or previously accrued bonuses earned during the year ended December 31, 2014 and through September 30, 2015 totaling $288,988. Since we consider our Officers related parties we have determined the bonus and salary forgiveness was in the nature of a capital contribution and no gain was recognized 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 nine months ended September 30, 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 nine months ended September 30, 2015 associated with the cancellation and replacement of this restricted stock award was $47,500,000. During the nine months ended September 30, 2015 we issued 2,000,000 shares of unregistered and restricted common stock to an affiliate for consulting services valued at $680,000. A promissory note in the amount of $35,000 was issued to the same affiliate of the company, for cash proceeds of $35,000 in April 2015. As additional consideration on the promissory note, this same affiliate received 215,000 shares of unregistered and restricted common stock valued at $32,039. Upon renewal of this promissory note in May 2015 this affiliate received 100,000 shares of unregistered and restricted common stock valued at $17,260. Employment Agreement Amendment On May 29, 2015, we amended our Chairman and Chief Business Development Office, Mr. Myles Pressey III’s, employment agreement. Mr. Pressey III was originally going to be granted 25,000,000 shares of fully vested restricted and unregistered shares of common stock on January 29, 2016 whereas the amendment calls for Mr. Pressey III to receive up to 62,500,000 shares of restricted and unregistered common stock subject to the achievement of performance benchmarks set by the Board of Directors. The modification of Mr. Pressey III’s equity award resulted in the recognition of compensation totaling $7,266,025 during the nine months ended September 30, 2015.

4. Stockholders' Equity

4. Stockholders' Equity	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
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. In April 2015 we issued 4,500,000 shares of restricted and unregistered common stock for consulting services valued at $927,054. In April 2015 we issued a total of 5,000,000 shares of restricted and unregistered shares of common stock as compensation to our officers valued at $1,500,000. In April 2015 we issued 25,445 shares of restricted and unregistered shares of common stock for cash totaling $5,000. In May 2015 we issued a total of 3,200,000 shares of restricted and unregistered shares of common stock as compensation to our officers and directors valued at $968,000. In May 2015 we issued 509,524 shares of restricted and unregistered common stock for consulting services valued at $112,621. In May 2015 we issued 1,641,929 shares of restricted and unregistered shares of common stock for cash totaling $170,000. In May 2015 we issued Warrants for the Purchase of 1,500,000 shares of restricted and unregistered shares of common stock as additional incentive for a $150,000 cash investment in the company that was part of the $170,000 in the previous footnote. In May 2015 we issued 250,000 shares of restricted and unregistered shares of common stock for interest on outstanding notes and payables valued at $45,582. In June 2015 we issued a total of 150,000 shares of restricted and unregistered shares of common stock as compensation to our officers and directors valued at $49,500. In June 2015 we issued 250,000 shares of restricted and unregistered common stock for settlement of an obligation valued at $50,000. In June 2015 we issued 476,915 shares of restricted and unregistered shares of common stock for cash totaling $85,000. In July 2015 we issued 1,152,564 shares of restricted and unregistered shares of common stock for cash totaling $70,000. In July 2015 we issued 150,000 shares of restricted and unregistered shares of common stock to a Director for services totaling $7,747. In August 2015 we issued 50,000 shares of restricted and unregistered common stock for services valued at $3,364. In September 2015 we issued 225,000 shares of restricted and unregistered common stock for services valued at $10,340. In September 2015 we issued 31,058 shares of restricted and unregistered shares of common stock for interest on outstanding notes valued at $1,614. Warrants During the period ended September 30, 2015 we issued warrants to certain investors as part of the private placements of our restricted and unregistered common stock. The following table presents a summary of our warrant activity: As of September 30, 2015 Shares Weighted Average Exercise Price Weight Average Remaining Term (years) Aggregate Intrinsic Value Outstanding December 31, 2014 871,591 $ 0.88 2.83 $ – Warrants granted 3,000,000 0.22 2.65 – Warrants exercised – – – – Warrants expired, cancelled, forfeited – – – – Outstanding and exercisable at September 30, 2015 3,871,591 $ 0.37 2.69 $ – As of September 30, 2015 and December 31, 2014 all outstanding warrants were fully vested. Of the outstanding warrants, 862,500 are contingently exercisable only in the event that other equity-linked instruments are exercised. Options As of September 30, 2015 and December 31, 2014 the Company had 568,182 stock options outstanding. During the periods presented there were no options granted, exercised, cancelled, or forfeited, correspondingly, no additional compensation expense was recognized for the periods presented. All options outstanding are exercisable and do not have any intrinsic value at September 30, 2015 and December 31, 2014 and are set to expire in October of 2017. At September 30, 2015 the weighted average exercise price of the outstanding options was $6.60 with a weighted average remaining term of 2.83 years.

5. Convertible Notes Payable

5. Convertible Notes Payable	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Convertible Notes Payable	The Company has entered into various convertible debt financing transactions with third party investors (“Investors”). As of September 30, 2015 the Company issued convertible notes to Investors in the aggregate principal amount of $142,750. The notes are unsecured, and provide for the conversion of all principal and interest outstanding under the notes into shares of the Company’s common stock beginning six months after the issuance date of the respective notes (“conversion date”) at conversion rates of 55%-60% of the lowest listed market price of the Company’s common stock for the previous twenty to twenty-five trading days immediately prior to the conversion date. The conversion price of the notes are subject to adjustment in the event of stock splits, dividends, distributions and similar adjustments to our capital stock. The number of shares of common stock subject to the Notes may be adjusted in the event of mergers, distributions, a sale of substantially all of the Company’s assets, tender offers and dilutive issuances. The Company has determined the resetting terms of the conversion rates are separable into two elements: i) Fixed Conversion Rate element – ii) Variable Conversion Rate element – Convertible notes payable consist of the following: As of September 30, 2015 Face Value of Note Intrinsic Value of Fixed Conversion Element Unamortized Discount Net Balance JMJ Financial; 12% Convertible note due August 24, 2017 $ 27,500 $ 20,833 $ (20,137 ) $ 28,196 Auctus Fund, LLC; 8% Convertible note due May 28, 2016 56,250 46,023 (42,160 ) 60,113 LG Capital Funding, LLC; 8% Convertible note due August 21, 2016 27,000 22,091 (20,229 ) 28,862 St. George Investment, LLC; 8% Convertible note due September 9, 2016 32,000 26,182 (25,092 ) 33,090 Total Convertible Notes $ 142,750 $ 115,129 $ (107,618 ) $ 150,261 The Company did not have any convertible notes outstanding as of December 31, 2014. During the three and nine months ended September 30, 2015 the Company recognized discount accretion totaling $19,763 included in interest expense in the accompanying results of operations. Since the Company has determined the convertible notes will be stock settled, beginning six months after the date of each issuance, all of the convertible notes payable have been classified as current in the accompanying balance sheet.

6. Embedded Debt Conversion Fea

6. Embedded Debt Conversion Features and Other Equity-linked Instruments	9 Months Ended
	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Embedded Debt Conversion Features and Other Equity-linked Instruments	The Company accounts for variable conversion elements embedded in its convertible instruments that meet the definition of a derivative as liabilities. The variable conversion elements are re-measured at fair value with the changes in the value reported as a component of other income (expense) in the accompanying results of operations. The Company estimates the fair value of the variable conversion element using a Black-Scholes Merton Pricing model based on the variable number of additional shares of common stock the Company is required to issue upon conversion. The Company periodically, or when specific transactions occur that may have material impacts on the presentation of the financial statements, reviews it outstanding equity and equity-linked instruments to determine the appropriate classification in the accompanying balance sheet, equity or liability (asset). During the period ended September 30, 2015 the company reclassified all of its previously outstanding options and warrants from equity to liability. The determination to reclassify the previously outstanding options and warrants resulted from the issuance of convertible notes payable that are potentially convertible into an unlimited number shares of common stock. The Company measures and re-measures the fair value of the instruments not classified as permanent equity using a Black Scholes Merton pricing model. The following assumptions were used to estimate the fair value of the Company’s derivative liabilities: Expected volatility 455% Expected term (years) 0.75 to 2.80 Dividend yield 0.0% Risk free rate 0.1% During the three and nine months ended September 30, 2015 the Company recognized a derivative liability, and corresponding finance fee, with an initial fair value totaling $51,499 associated with the variable conversion element embedded in the convertible notes payable. Finance fees are included as a component of interest expense in the accompanying results of operations. In August 2015, outstanding options and warrants with an aggregate fair value of $493,161 were reclassified from equity to derivative liability. As of September 30, 2015 the Company had derivative liability obligations with an aggregate fair value totaling $532,600. During the three and nine months ended September 30, 2015 the Company recognized a gain on the change in the fair value of derivative liabilities totaling $12,010 included as a component of other income (expense) in the accompanying results of operations. Financial liabilities measured at fair value on a recurring basis are summarized below: Fair value measurements September 30, 2015 Quoted prices in active markets for unobservable identical assets (Level 1) Significant Significant Derivative liability $ 532,600 – – $ 532,600 The derivative liabilities are measured at fair value using a Black Sholes Merton Pricing Model. The model is based on assumptions including quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: September 30, 2015 December 31, 2014 Beginning Balance $ – $ – Aggregate fair value of derivative issued $ 51,449 $ – Liability reclassification for other equity linked instruments $ 493,161 $ – Change in fair value of derivative included in results of operations (gain) loss $ (12,010 ) $ – Ending Balance $ 532,600 $ –

8. Licensed Content

8. Licensed Content	9 Months Ended
	Sep. 30, 2015
Licensed Content
Licensed Content	The Company entered into a content licensing and distribution agreement with an entertainment company in which we will distribute, on our available platforms, the following: i. Fifty-two (52) twenty three minute (0:23) episodes of a series known as “Behind the Velvet Rope” ii. Ancillary content including a minimum of ten to twenty event compilations approximately five to seven minutes in length each; and iii. Thirty to forty individual interviews approximately one to three minutes in length each. The agreement calls for us to advance $480,000 to the entertainment company to be used for production of the series. After paying the advance, we are entitled to recoup the advanced amount plus an additional $10,000 (a total of $490,000) after which time the gross revenue generated under the agreement will be split on a 50/50 basis. The non-refundable advance obligation and capitalized licensed content are presented in accounts payable and current assets, respectively, in the accompanying balance sheet.

9. Subsequent Events

9. Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	In October 2015 the Company received a total of $150,000 in cash proceeds from the issuance of additional convertible notes payable. The notes mature between nine and twelve months after the date of the issuance and are convertible into shares of common stock at conversion rates discounted to our listed market price of 50%. In November 2015, Frank McEnulty resigned as our Chief Financial Officer and Mr. Naresh Malik resigned as our Chief Executive Officer. In conjunction with such resignations, our Chairman of the Board Mr. Myles Pressey III, will assume the position of Interim Chief Financial Officer; and our Chief Operating Officer, Mr. Johnathan Adair will assume the position of Chief Executive Officer. In November 2015 we issued 191,327 shares of restricted and unregistered shares of common stock for cash proceeds totaling $15,000.

1. Interim Financial Statemen15

1. Interim Financial Statements (Policies)	9 Months Ended
	Sep. 30, 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 multi-platform entertainment company focused on delivering compelling content with the objective of generating both advertising and subscription revenue. 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 · 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 on most internet connected devices.
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 September 30, 2015 or December 31, 2014.
Fair Value Measurements	Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data.
Embedded Conversion Features and Other Equity-linked Instruments	Embedded Conversion Features and Other Equity-linked Instruments The Company classifies all of its common stock purchase warrants and other derivative financial instruments as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) contracts that contain reset provisions. The Company assesses classification of its equity-linked instruments at each reporting date to determine whether a change in classification between equity and liabilities (assets) is required.
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.

4. Stockholders Equity (Tables)

4. Stockholders Equity (Tables)	9 Months Ended
	Sep. 30, 2015
Warrants and Rights Note Disclosure [Abstract]
Warrants outstanding	As of September 30, 2015 Shares Weighted Average Exercise Price Weight Average Remaining Term (years) Aggregate Intrinsic Value Outstanding December 31, 2014 871,591 $ 0.88 2.83 $ – Warrants granted 3,000,000 0.22 2.65 – Warrants exercised – – – – Warrants expired, cancelled, forfeited – – – – Outstanding and exercisable at September 30, 2015 3,871,591 $ 0.37 2.69 $ –

5. Convertible Notes Payable (T

5. Convertible Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Convertible Notes Payable	As of September 30, 2015 Face Value of Note Intrinsic Value of Fixed Conversion Element Unamortized Discount Net Balance JMJ Financial; 12% Convertible note due August 24, 2017 $ 27,500 $ 20,833 $ (20,137 ) $ 28,196 Auctus Fund, LLC; 8% Convertible note due May 28, 2016 56,250 46,023 (42,160 ) 60,113 LG Capital Funding, LLC; 8% Convertible note due August 21, 2016 27,000 22,091 (20,229 ) 28,862 St. George Investment, LLC; 8% Convertible note due September 9, 2016 32,000 26,182 (25,092 ) 33,090 Total Convertible Notes $ 142,750 $ 115,129 $ (107,618 ) $ 150,261

6. Embedded Debt Conversion F18

6. Embedded Debt Conversion Features and Other Equity-linked Instruments (Tables)	9 Months Ended
	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Assumptions used for determining fair value of derivative liabilities	Expected volatility 455% Expected term (years) 0.75 to 2.80 Dividend yield 0.0% Risk free rate 0.1%
Fair value of derivative liabilities	Fair value measurements September 30, 2015 Quoted prices in active markets for unobservable identical assets (Level 1) Significant Significant Derivative liability $ 532,600 – – $ 532,600
Changes in fair value of Level 3 liabilities	September 30, 2015 December 31, 2014 Beginning Balance $ – $ – Aggregate fair value of derivative issued $ 51,449 $ – Liability reclassification for other equity linked instruments $ 493,161 $ – Change in fair value of derivative included in results of operations (gain) loss $ (12,010 ) $ – Ending Balance $ 532,600 $ –

3. Related Party Transactions (

3. Related Party Transactions (Details Narrative) - USD ($)	4 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014
Common stock issued for settlement of related party accounts payable, value		$ 340,163
Contributed capital, salary forgiveness		288,988
Proceeds from issuance of stock	$ 488	425,850
Share-based compensation	0	77,729,258
Promissory note issued		70,000	$ 0
Proceeds from issuance of promissory note	$ 450,000	$ 70,000
Director
Common stock issued for cash, shares		250,000
Proceeds from issuance of stock		$ 25,000
Affiliate
Stock issued for services, shares issued		2,000,000
Stock issued for services, value		$ 680,000
Promissory note issued		35,000
Proceeds from issuance of promissory note		$ 35,000
Stock issued for consideration of note, shares issued		215,000
Stock issued for consideration of note, value		$ 32,039
Stock issued for renewal of promissory note, shares issued		100,000
Stock issued for renewal of promissory note, value		$ 17,260
Interim Chief Executive Officer
Share-based compensation		$ 47,500,000
Stock issued for prior obligation
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		$ 340,163
Services contributed
Contributed capital, salary forgiveness		288,988
Cancellation of Restricted Stock Award | Two former officers
Share-based compensation		9,975,000
Employment agreement | Pressey
Share-based compensation		$ 7,266,025

4. Stockholders' Equity (Detail

4. Stockholders' Equity (Details - Warrant activity) - Warrants [Member]	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Warrants outstanding, beginning | shares	871,591
Warrants granted | shares	3,000,000
Warrants outstanding, ending | shares	3,871,591
Weighted average exercise price, beginning	$ .88
Weighted average exercise price, granted	.22
Weighted average exercise price, ending	$ .37
Weighted average remaining contractual term, beginning	2 years 9 months 25 days
Weighted average remaining contractual term, granted	2 years 7 months 24 days
Weighted average remaining contractual term, ending	2 years 8 months 8 days

4. Stockholders Equity (Details

4. Stockholders Equity (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Equity [Abstract]
Stock options outstanding	568,182	568,182
Stock options exercisable	568,182	568,182
Aggregate intrinsic value	$ 0	$ 0
Option expiration date	Oct. 31, 2017
Weighted average exericse price	$ 6.60
Weighted average remaining contractual term	2 years 9 months 29 days

5. Convertible Notes Payable (D

5. Convertible Notes Payable (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Face value of note	$ 142,750
Intrinsic value of fixed conversion element	115,129
Unamortized discount	(107,618)
Net balance	150,261	$ 0
Convertible Notes Payable 1
Face value of note	27,500
Intrinsic value of fixed conversion element	20,833
Unamortized discount	(20,137)
Net balance	28,196
Convertible Notes Payable 2
Face value of note	56,250
Intrinsic value of fixed conversion element	46,023
Unamortized discount	(42,160)
Net balance	60,113
Convertible Notes Payable 3
Face value of note	27,000
Intrinsic value of fixed conversion element	22,091
Unamortized discount	(20,229)
Net balance	28,862
Convertible Notes Payable 4
Face value of note	32,000
Intrinsic value of fixed conversion element	26,182
Unamortized discount	(25,092)
Net balance	$ 33,090

6. Convertible Notes Payable (D

6. Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Debt Disclosure [Abstract]
Interest expense, discount accretion	$ 19,763	$ 19,763

6. Embedded Debt Conversion (De

6. Embedded Debt Conversion (Details - assumptions) - Embedded Derivative Financial Instruments [Member]	9 Months Ended
	Sep. 30, 2015
Expected volatility	455.00%
Expected term (years)	0.75 to 2.80
Dividend yield	0.00%
Risk free rate	0.10%

6. Embedded Debt Conversion (25

6. Embedded Debt Conversion (Details - fair value measurements) - Fair Value, Measurements, Recurring [Member]	Sep. 30, 2015USD ($)
Derivative liability	$ 532,600
Fair Value, Inputs, Level 1
Derivative liability	0
Fair Value, Inputs, Level 2
Derivative liability	0
Fair Value, Inputs, Level 3
Derivative liability	$ 532,600

6. Embedded Debt Conversion (26

6. Embedded Debt Conversion (Details - Level 3) - Fair Value, Measurements, Recurring [Member] - Fair Value, Inputs, Level 3 - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Beginning balance	$ 0	$ 0
Aggregate fair value of derivative issued	51,449	0
Liability reclassification for other equity linked instruments	493,161	0
Change in fair value of derivative included in results of operations (gain) loss	(12,010)	0
Ending balance	$ 532,600	$ 0