Zonzia Media (ZONX) 10-Q 23 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 23, 2016
Document And Entity Information
Entity Registrant Name	Zonzia Media, Inc.
Entity Central Index Key	356,870
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
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		261,940,133
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 9,005	$ 6
Accounts receivable	4,480	0
Prepaids	10,000	0
Licensed content	443,077	443,077
Total current assets	466,562	443,083
Other Assets
Other assets	1,271	6,000
Total assets	467,833	449,083
Current Liabilities
Accounts payable	1,649,299	1,625,535
Accrued expenses	470,000	480,000
Accrued compensation	891,688	858,796
Accrued interest	17,019	9,601
Convertible promissory notes payable, net of discounts	370,093	378,705
Promissory notes payable	285,015	35,000
Derivative liability	370,041	664,426
Total current liabilities	4,053,155	4,052,063
Stockholders' Equity (Deficit)
Preferred stock, $0.001 par value, 200,000,000 shares authorized and none issued and outstanding at March 31, 2016 and December 31, 2015, respectively	0	0
Common stock, $0.001 par value, 2,000,000,000 shares authorized and 248,717,544 and 234,343,197 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively	248,716	234,344
Additional paid in capital	108,079,105	104,430,107
Accumulated deficit	(111,913,143)	(108,267,431)
Total stockholders' equity (deficit)	(3,585,322)	(3,602,980)
Total liabilities and stockholders' equity (deficit)	$ 467,833	$ 449,083

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
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	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	248,717,544	234,343,197
Common stock, shares outstanding	248,717,544	234,343,197

Condensed Statement of Operatio

Condensed Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenue
Net revenue	$ 4,480	$ 0
Expenses
General and administrative	118,562	322,441
Sales and marketing	276,923	(297,928)
Officer compensation	3,345,145	65,675,677
Professional fees	91,465	819,599
Total operating expenses	3,832,095	66,519,789
Loss from operations	(3,827,615)	(66,519,789)
Other income (expense)
Gain on change in fair value of derivatives	294,385	0
Interest expense	(112,482)	0
Total other income (expense)	181,903	0
Net loss	$ (3,645,712)	$ (66,519,789)
Net loss per share - basic and diluted	$ (.02)	$ (.20)
Weighted average shares outstanding	241,419,845	326,733,511

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows from Operating Activities
Net loss	$ (3,645,712)	$ (66,519,789)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	3,198,043	66,834,609
Common stock issued in lieu of interest	19,033	0
Gains on change in fair value of derivatives	(294,385)	0
Loss in Setllement Agreement	82,143	0
Debt discount accretion	88,061	0
Stock issued for services	92,476	0
Gain on non-cash settlement of accrued expenses	0	(809,714)
Changes in assets and liabilities
Accounts receivable	(4,480)	0
Prepaids	(10,000)	(2,420)
Other assets	4,730	0
Accounts payable	23,765	163,757
Accrued expenses	(10,000)	0
Accrued compensation	32,892	241,435
Accrued interest	7,418	0
Net cash used in operating activities	(416,016)	(92,122)
Cash Flows from Financing Activities
Proceeds from issuance of promissory notes	250,015	0
Proceeds from issuance of convertible promissory notes	25,000	0
Proceeds from issuance of common stock	150,000	95,850
Net cash provided by financing activities	425,015	95,850
Net change in cash and cash equivalents	8,999	3,728
Cash and cash equivalents at beginning of the period	6	208
Cash and cash equivalents at end of the period	9,005	3,936
Supplementary Disclosures of Cash Flow Information
Cash paid for income taxes	0	0
Cash paid for interest	0	0
Non Cash Investing and Financing Activities
Accounts payable settled with stock	$ 59,000	$ 0

1. Interim Financial Statements

1. Interim Financial Statements	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [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 months ended March 31, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. 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, 2015. 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.

2. Description of Business

2. Description of Business	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
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, Rajinder Brar received 3,000,000 shares of newly restricted common stock after the execution of the settlement agreement. We forfeited our rights to sell advertising and other products on websites previously controlled by 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 28, 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.

3. Summary of Significant Accou

3. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and have been presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. 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. 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. Income Taxes Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net Income/(Loss) Per Common Share Income/ (loss) per share of common stock is calculated by dividing the net income/ (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities for the three months ended March 31, 2016 and 2015. Accordingly, basic and dilutive income (loss) per common share are the same. Advertising Costs The Company expenses advertising costs when incurred. Advertising costs incurred amount to $0 and $0 for the three months ended March 31, 2016 and 2015, respectively. 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 In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented. We reviewed all other recently issued accounting pronouncements and determined that the updates below could have an effect on the Company’s financial statements: FASB Account Standards Update, No. 2014-15, Going Concern, dated August 2014 says, in connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not chosen early adoption. FASB Account Standards Update, No. 2014-09, Revenue from Contracts with Customers, dated May 2014 says, an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to entitled in exchange for those goods and services. To achieve that core principle, an entity should apply the following steps: · Identify the contract(s) with a customer. · Identify the performance obligations in the contract. · Determine the transaction price. · Allocate the transaction price to the performance obligations in the contract. · Recognize revenue when (or as) the entity satisfies a performance obligation. For a public entity, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. Going Concern Since our inception on May 24, 2014, we have generated immaterial revenues resulting in the incurrence of net losses through March 31, 2016. 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. 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.

4. Related Party Transactions

4. Related Party Transactions	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	During the year-ended December 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 year-ended December 31, 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 December 31, 2015 totaling $388,988. 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 statements 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 year-ended December 31, 2015. Additionally, we cancelled a restricted stock award granted to our current 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 year-ended December 31, 2015 associated with the cancellation and replacement of this restricted stock award was $47,500,000. During the year-ended December 31, 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 15, 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 $10,262,819 during the year-ended December 31, 2015.

5. Stockholders' Equity

5. Stockholders' Equity	3 Months Ended
	Mar. 31, 2016
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, 2016 through the date of this report: In January 2016 we issued 500,000 shares of restricted and unregistered shares of common stock for cash proceed of $15,000. In January 2016 we issued a total of 2,500,000 shares of restricted and unregistered shares of common stock as compensation to our officers, valued at $142,250. In February 2016, a convertible note holder converted $4,275 of principal for 250,000 shares of the Company’s common stock. In February 2016, a convertible note holder converted $58,482, total principal and interest for 3,744,015 of the Company’s common stock. In February 2016 we issued 75,000 shares of restricted and unregistered shares of common stock to a Director for services totaling $7,410. In February 2016 we entered in a $50,000 web development services agreement that included the issuance of 603,449 shares of restricted and unregistered shares of common stock for website development services totaling $34,879. In February 2016 we issued 100,000 shares of restricted and unregistered shares of common stock for consulting services totaling $5,690. In February 2016 we issued 150,000 shares of restricted and unregistered shares of common stock for consulting services totaling $8,535. In February 2016 we issued 35,000 shares of restricted and unregistered shares of common stock for consulting services totaling $1,992. In February 2016 we issued 2,898,551 shares of restricted and unregistered shares of common stock for cash totaling $100,000. In February 2016 we obtained a $250,000 promissory note with a 15% interest rate due on June 2016 and this transaction also included issuance of 100,000 shares of restricted and unregistered shares of common stock as in incentive totaling $9,880. In February 2016 we issued 1,428,575 shares of restricted and unregistered shares of common stock as a $59,000 payment for a $209,000 balance owed to one of our service providers. In February 2016 we issued 340,136 shares of restricted and unregistered shares of common stock for cash totaling $25,000. In February 2016 we issued 136,054 shares of restricted and unregistered shares of common stock for cash totaling $10,000. In March 2016, a convertible note holder converted $5,000 of principal and $202 of interest for 193,010 of the Company’s common stock. In March 2016, a convertible note holder converted $9,000 of principal and $414 of interest for 570,560 shares of the Company’s common stock. In March 2016, a convertible note holder converted $5,400 of principal for 300,000 shares of the Company’s common stock. In March 2016, we issued 450,000 shares of restricted and unregistered common stock to 3 directors for services rendered totaling $36,000. Warrants During the period ended March 31, 2016 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 March 31, 2016 Shares Weighted Average Weighted Aggregate Outstanding, December 31, 2015 3,871,591 0.37 2.52 $ – Warrants granted – – – – Warrants exercised – – – – Warrants expired, cancelled, forfeited – – – – Outstanding and exercisable at March 31, 2016 3,871,591 0.37 2.52 $ – As of March 31, 2016 and December 31, 2015 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 In August 2015, outstanding options and warrants with an aggregate fair value of $493,161 were reclassified from equity to derivative liability. As of March 31, 2016 and 2015 the Company had 568,162 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 as of March 31, 2016 and 2015 and are set to expire in October of 2017. At March 31, 2016 the weighted average exercise price of the outstanding options was $6.60 with a weighted average remaining term of 1.59 years.

6. Convertible Notes Payable

6. Convertible Notes Payable	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Convertible Notes Payable	The Company has entered into various convertible debt financing transactions with third party investors (“Investors”). As of March 31, 2016 the Company issued convertible notes to Investors in the aggregate principal amount of $264,250. 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 March 31, 2016 Face Value of Note Intrinsic Value of Fixed Conversion Element Unamortized Discount Net Balance JMJ Financial: 12% Convertible note due August 24, 2017 $ 47,100 $ 37,500 $ (31,137 ) $ 53,463 LG Capital Funding, LLC; 8% Convertible note due August 21, 2016 13,500 22,091 (10,194 ) 25,397 St George Investment, LLC; 8% Convertible note due September 9, 2016 32,000 26,182 (13,539 ) 44,643 Carebourn Capital, LP; 12% Convertible note due July 5, 2016 87,500 87,500 (37,763 ) 137,237 LG Capital Funding, LLC; 8% Convertible note due October 9, 2016 78,750 78,750 (48,147 ) 109,353 Total Convertible Notes $ 258,850 $ 252,023 $ (140,780 ) $ 370,093 During the three months ended March 31, 2016 the Company recognized discount accretion totaling $153,420 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.

7. Embedded Debt Conversion Fea

7. Embedded Debt Conversion Features and Other Equity-linked Instruments	3 Months Ended
	Mar. 31, 2016
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 year ended December 31, 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 302.83% Expected term (years) .15 to 2.25 Dividend yield 0.0% Discount Rate 0.21% During the period-ended March 31, 2016 the Company recognized a derivative liability, and corresponding finance fee, with an initial fair value totaling $148,755 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 $135,197 were reclassified from equity to derivative liability. As of March 31, 2016 the Company had derivative liability obligations with an aggregate fair value totaling $370,041. During the three months-ended March 31, 2016 the Company recognized a gain on the change in the fair value of derivative liabilities totaling $294,385 included as a component of other income (expense) in the accompanying statements of operations. Financial liabilities measured at fair value on a recurring basis are summarized below: Fair value measurements March 31, 2016 Quoted prices in active markets for unobservable identical assets (Level 1) Significant Significant Derivative liability $ 370,041 – – $ 370,041 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: March 31, 2016 December 31, 2015 Beginning Balance $ 664,426 $ – Aggregate fair value of derivative issued – 148,755 Liability reclassification for other equity linked instruments – 493,161 Change in fair value of derivative included in results of operations (gain) loss (294,385 ) 22,510 Ending Balance $ 370,041 $ 664,426

8. Accrued Expenses

8. Accrued Expenses	3 Months Ended
	Mar. 31, 2016
Payables and Accruals [Abstract]
Accrued Expenses	During the period-ended December 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

9. Licensed Content

9. Licensed Content	3 Months Ended
	Mar. 31, 2016
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.

10. Commitments, Contingencies

10. Commitments, Contingencies and Uncertainties	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingencies and Uncertainties	Operating Lease The Company is currently obligated under an operating lease for office space and associated building expenses. The lease expires in January 2017. As of March 31, 2016, future minimum payments for all lease obligations are as follows: Year Amount 2016 3,600 2017 450

11. Legal

11. Legal	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Legal	The Company is currently under negotiations to pay a vendor claim. The possible exposure of the claim ranges from $95,000 to $150,000, the company has accrued $129,187, as of March 31, 2016.

12. Subsequent Events

12. Subsequent Events	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	ASC 855-16-50-4 establishes accounting and disclosure requirements for subsequent events. ASC 855 details the period after the balance sheet date during which we should evaluate events or transactions that occur for potential recognition or disclosure in the financial statements, the circumstances under which we should recognize events or transactions occurring after the balance sheet date in its financial statements and the required disclosures for such events. We have evaluated all subsequent events through the date these consolidated financial statements were issued, and determined the following are material to disclose: In April 2016, the Company signed a subscription agreement with an individual for 588,235 shares of common stock in exchange for $10,000 cash. In April 2016, the Company signed a subscription agreement with an individual for 294,118 shares of common stock in exchange for $5,000 cash. In April 2016, the Company’s Board of Directors authorized the issuance of 763,258 shares of common stock to a Board Member. In April 2016, the Company settled a liability and received a release of any future liability for 150,000 share of its common stock. In April 2016, the Company issued 100,000 shares of its common stock in conversion of a promissory note. In April 2016, the Company issued a 6 month convertible note, with a face value of $60,500, 12% interest. In April 2016, the Company amended its equity purchase agreement with Kodiak Capital Group. The amendment was to update language to support shares issued and outstanding at December 31, 2015. In May 2016, the Company issued 2,699,357 of its common stock in a conversion of debt. In May 2016, the Company issued 1,700,000 shares of its common stock in a conversion of debt.

3. Summary of Significant Acc18

3. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and have been presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
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.
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.
Income Taxes	Income Taxes Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net Income/(Loss) Per Common Share	Net Income/(Loss) Per Common Share Income/ (loss) per share of common stock is calculated by dividing the net income/ (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities for the three months ended March 31, 2016 and 2015. Accordingly, basic and dilutive income (loss) per common share are the same.
Advertising Costs	Advertising Costs The Company expenses advertising costs when incurred. Advertising costs incurred amount to $0 and $0 for the three months ended March 31, 2016 and 2015, respectively.
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 In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented. We reviewed all other recently issued accounting pronouncements and determined that the updates below could have an effect on the Company’s financial statements: FASB Account Standards Update, No. 2014-15, Going Concern, dated August 2014 says, in connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not chosen early adoption. FASB Account Standards Update, No. 2014-09, Revenue from Contracts with Customers, dated May 2014 says, an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to entitled in exchange for those goods and services. To achieve that core principle, an entity should apply the following steps: · Identify the contract(s) with a customer. · Identify the performance obligations in the contract. · Determine the transaction price. · Allocate the transaction price to the performance obligations in the contract. · Recognize revenue when (or as) the entity satisfies a performance obligation. For a public entity, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted.
Going Concern	Going Concern Since our inception on May 24, 2014, we have generated immaterial revenues resulting in the incurrence of net losses through March 31, 2016. 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. 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.

5. Stockholders Equity (Tables)

5. Stockholders Equity (Tables)	3 Months Ended
	Mar. 31, 2016
Warrants and Rights Note Disclosure [Abstract]
Warrants outstanding	As of March 31, 2016 Shares Weighted Average Weighted Aggregate Outstanding, December 31, 2015 3,871,591 0.37 2.52 $ – Warrants granted – – – – Warrants exercised – – – – Warrants expired, cancelled, forfeited – – – – Outstanding and exercisable at March 31, 2016 3,871,591 0.37 2.52 $ –

6. Convertible Notes Payable (T

6. Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Convertible Notes Payable	As of March 31, 2016 Face Value of Note Intrinsic Value of Fixed Conversion Element Unamortized Discount Net Balance JMJ Financial: 12% Convertible note due August 24, 2017 $ 47,100 $ 37,500 $ (31,137 ) $ 53,463 LG Capital Funding, LLC; 8% Convertible note due August 21, 2016 13,500 22,091 (10,194 ) 25,397 St George Investment, LLC; 8% Convertible note due September 9, 2016 32,000 26,182 (13,539 ) 44,643 Carebourn Capital, LP; 12% Convertible note due July 5, 2016 87,500 87,500 (37,763 ) 137,237 LG Capital Funding, LLC; 8% Convertible note due October 9, 2016 78,750 78,750 (48,147 ) 109,353 Total Convertible Notes $ 258,850 $ 252,023 $ (140,780 ) $ 370,093

7. Embedded Debt Conversion F21

7. Embedded Debt Conversion Features and Other Equity-linked Instruments (Tables)	3 Months Ended
	Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Assumptions used for determining fair value of derivative liabilities	Expected volatility 302.83% Expected term (years) .15 to 2.25 Dividend yield 0.0% Discount Rate 0.21%
Fair value of derivative liabilities	Fair value measurements March 31, 2016 Quoted prices in active markets for unobservable identical assets (Level 1) Significant Significant Derivative liability $ 370,041 – – $ 370,041
Changes in fair value of Level 3 liabilities	March 31, 2016 December 31, 2015 Beginning Balance $ 664,426 $ – Aggregate fair value of derivative issued – 148,755 Liability reclassification for other equity linked instruments – 493,161 Change in fair value of derivative included in results of operations (gain) loss (294,385 ) 22,510 Ending Balance $ 370,041 $ 664,426

10. Commitments, Contingencie22

10. Commitments, Contingencies and Uncertainties (Tables)	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum payments	Year Amount 2016 3,600 2017 450

3. Summary of Significant Acc23

3. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Accounting Policies [Abstract]
Potentially antidilutive shares	0	0
Advertising expenses	$ 0	$ 0

4. Related Party Transactions (

4. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Proceeds from issuance of stock	$ 150,000	$ 95,850
Share-based compensation	3,198,043	$ 66,834,609
Promissory note issued	$ 285,015		$ 35,000
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
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			388,988
Cancellation of Restricted Stock Award | Two former officers
Share-based compensation			9,975,000
Cancellation of Restricted Stock Award | Chief Executive Officer
Share-based compensation			47,500,000
Employment agreement | Pressey
Share-based compensation			$ 10,262,819

5. Stockholders' Equity (Detail

5. Stockholders' Equity (Details - Warrant activity) - Warrants	12 Months Ended
	Dec. 31, 2015$ / sharesshares
Warrants outstanding, beginning | shares	3,871,591
Warrants granted | shares	0
Warrants outstanding, ending | shares	3,871,591
Weighted average exercise price, beginning | $ / shares	$ 0.37
Weighted average exercise price, granted | $ / shares
Weighted average exercise price, ending | $ / shares	$ .37
Weighted average remaining contractual term, beginning	2 years 6 months 7 days
Weighted average remaining contractual term, ending	2 years 6 months 7 days

5. Stockholders Equity (Details

5. Stockholders Equity (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended
	Jan. 31, 2016	Feb. 29, 2016	Mar. 31, 2016
Stock options outstanding			568,182
Options exercisable			468,162
Aggregate intrinsic value			$ 0
Option expiration date			Oct. 31, 2017
Weighted average exericse price			$ 6.60
Weighted average remaining contractual term			1 year 7 months 2 days
Convertible note holder [Member]
Debt converted, amount converted		$ 4,275	$ 5,000
Interest converted, amount converted			$ 202
Debt converted, shares issued		250,000	193,010
Convertible note holder [Member]
Debt converted, amount converted		$ 58,482	$ 9,000
Interest converted, amount converted			$ 414
Debt converted, shares issued		3,744,015	570,560
Convertible note holder [Member]
Debt converted, amount converted			$ 5,400
Debt converted, shares issued			300,000
Restricted and Unregistered Shares [Member]
Stock issued new, shares issued	500,000	2,898,551
Stock issued new, value	$ 15,000	$ 100,000
Stock issued for account payable, shares issued		1,428,575
Stock issued for account payable, value		$ 59,000
Restricted and Unregistered Shares [Member] | February 2016 [Member]
Stock issued new, shares issued		340,136
Stock issued new, value		$ 25,000
Restricted and Unregistered Shares [Member] | February 2016 [Member]
Stock issued new, shares issued		136,054
Stock issued new, value		$ 10,000
Restricted and Unregistered Shares [Member] | Officers [Member]
Stock issued for compensation, shares issued	2,500,000
Stock issued for compensation, value	$ 142,250
Restricted and Unregistered Shares [Member] | Director [Member]
Stock issued for services, shares issued		75,000
Stock issued for services, value		$ 7,410
Restricted and Unregistered Shares [Member] | Web services [Member]
Stock issued for services, shares issued		34,879
Stock issued for services, value		$ 603,449
Restricted and Unregistered Shares [Member] | Three Directors [Member]
Stock issued for services, shares issued			450,000
Stock issued for services, value			$ 36,000
Restricted and Unregistered Shares [Member] | Consulting services [Member]
Stock issued for services, shares issued		5,690
Stock issued for services, value		$ 100,000
Restricted and Unregistered Shares [Member] | Consulting services [Member]
Stock issued for services, shares issued		8,535
Stock issued for services, value		$ 150,000
Restricted and Unregistered Shares [Member] | Consulting services [Member]
Stock issued for services, shares issued		1,992
Stock issued for services, value		$ 35,000
Restricted and Unregistered Shares [Member] | Promissory note [Member]
Stock issued with issuance of promissory note, shares issued		100,000
Stock issued with issuance of promissory note, value		$ 9,880

6. Convertible Notes Payable (D

6. Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Face value of note	$ 258,850
Intrinsic value of fixed conversion element	252,023
Unamortized discount	(140,780)
Net balance	370,093	$ 378,705
Convertible Notes Payable 1
Face value of note	47,100
Intrinsic value of fixed conversion element	37,500
Unamortized discount	(31,137)
Net balance	53,463
Convertible Notes Payable 2
Face value of note	13,500
Intrinsic value of fixed conversion element	22,091
Unamortized discount	(10,194)
Net balance	25,397
Convertible Notes Payable 3
Face value of note	32,000
Intrinsic value of fixed conversion element	26,182
Unamortized discount	(13,539)
Net balance	44,643
Convertible Notes Payable 4
Face value of note	87,500
Intrinsic value of fixed conversion element	87,500
Unamortized discount	(37,763)
Net balance	137,237
Convertible Notes Payable 5
Face value of note	78,750
Intrinsic value of fixed conversion element	78,750
Unamortized discount	(48,147)
Net balance	$ 109,353

6. Convertible Notes Payable 28

6. Convertible Notes Payable (Details Narrative)	3 Months Ended
	Mar. 31, 2016USD ($)
Debt Disclosure [Abstract]
Increase in convertible notes	$ 258,850
Interest expense, discount accretion	$ 88,061

7. Embedded Debt Conversion (De

7. Embedded Debt Conversion (Details - assumptions) - Embedded Derivative Financial Instruments [Member]	12 Months Ended
	Dec. 31, 2015
Expected volatility	302.83%
Expected term (years)	.15 to 2.25
Dividend yield	0.00%
Risk free rate	0.21%

7. Embedded Debt Conversion (30

7. Embedded Debt Conversion (Details - fair value measurements) - Fair Value, Measurements, Recurring	Mar. 31, 2016USD ($)
Derivative liability	$ 370,041
Fair Value, Inputs, Level 1
Derivative liability	0
Fair Value, Inputs, Level 2
Derivative liability	0
Fair Value, Inputs, Level 3
Derivative liability	$ 370,041

7. Embedded Debt Conversion (31

7. Embedded Debt Conversion (Details - Level 3) - Fair Value, Measurements, Recurring - Fair Value, Inputs, Level 3 - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Beginning balance	$ 664,426	$ 0
Aggregate fair value of derivative issued	0	148,755
Liability reclassification for other equity linked instruments	0	493,161
Change in fair value of derivative included in results of operations (gain) loss	(294,385)	22,510
Ending balance	$ 370,041	$ 664,426

10. Commitments, Contingencie32

10. Commitments, Contingencies and Uncertainties (Details)	Mar. 31, 2016USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,016	$ 3,600
2,017	$ 450

11. Legal (Details Narrative)

11. Legal (Details Narrative)	Mar. 31, 2016USD ($)
Commitments and Contingencies Disclosure [Abstract]
Litigation accrual	$ 129,187