Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 21, 2013 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'CMG Holdings Group, Inc. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001346655 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 351,997,991 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash | $278,185 | $238,124 |
Marketable securities | 1,754,550 | 274,651 |
Accounts receivable | 399,449 | 252,567 |
Prepaid assets | 6,575 | 15,000 |
Total Current Assets | 2,438,759 | 780,342 |
Other non-current assets | 59,116 | 57,833 |
TOTAL ASSETS | 2,497,875 | 838,175 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 745,209 | 546,852 |
Accounts payable - related party | 71,900 | 19,625 |
Accrued liabilities | 717,623 | 722,549 |
Deferred income | 13,370 | 13,370 |
Derivative liabilities | 78,129 | 145,970 |
Short term debt, net of unamortized discount of $0 and $47,012, respectively | 164,443 | 150,431 |
Total Current Liabilities | 1,790,674 | 1,598,797 |
Notes Payable, net of debt discount of $0 and $7,739, respectively | ' | 629,261 |
TOTAL LIABILITIES | 1,790,674 | 2,228,058 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Common Stock: 450,000,000 shares authorized, par value $.001 per share; 294,987,917 and 294,950,743 shares issued, 294,987,917 and 294,650,743 outstanding | 294,914 | 294,614 |
Additional paid in capital | 14,495,641 | 14,469,341 |
Treasury Stock, 37,174 and 37,174 shares held, respectively. | 37 | 37 |
Accumulated deficit | -14,083,441 | -16,153,925 |
TOTAL STOCKHOLDERS EQUITY (DEFICIT) | 707,201 | -1,389,883 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 2,497,875 | 838,175 |
Series A Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Preferred stock value | ' | ' |
Series B Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Preferred stock value | $50 | $50 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Debt Instrument, Unamortized Discount | $0 | $47,012 |
Notes Payable, Net of Debt Discount | $0 | $7,739 |
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares, Issued | 294,987,917 | 294,950,743 |
Common Stock, Shares, Outstanding | 294,987,917 | 294,650,743 |
Treasury Stock, Number of Shares Held | 37,174 | 37,174 |
Series A Preferred Stock [Member] | ' | ' |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Issued | ' | ' |
Preferred Stock, Shares Outstanding | ' | ' |
Series B Preferred Stock [Member] | ' | ' |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Issued | ' | ' |
Preferred Stock, Shares Outstanding | ' | ' |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
REVENUES | $1,048,407 | $374,104 | $6,441,216 | $7,517,163 |
OPERATING EXPENSES | ' | ' | ' | ' |
Cost of revenues | 722,819 | 422,233 | 4,526,627 | 5,355,980 |
Depreciation and amortization | ' | ' | ' | 74,850 |
General and administrative | 725,858 | 794,688 | 2,073,031 | 2,752,554 |
Total Operating Expenses | 1,448,677 | 1,216,921 | 6,599,658 | 8,183,384 |
OPERATING LOSS | -400,270 | -842,817 | -158,442 | -666,221 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Gain (loss) on derivative liability | 153,096 | -4,990 | 165,938 | -598,153 |
Gain on extinguishment of debt | 183,332 | 75,618 | 793,732 | 75,618 |
Unrealized gain (loss) on marketable securities | -45,800 | ' | 1,479,899 | ' |
Other income (expense) | -65 | -19,083 | -5,465 | -19,083 |
Interest expense | -6,092 | -103,167 | -205,178 | -790,992 |
Total Other Income (Expense) | 284,471 | -551,622 | 2,228,926 | -1,332,610 |
Income (loss) from continuing operations | -115,799 | -894,439 | 2,070,484 | -1,998,831 |
Loss from discontinued operations | ' | -146,698 | ' | -503,626 |
Income on sale of discontinued operations | ' | 4,115,771 | ' | 4,115,771 |
NET INCOME (LOSS) | ($115,799) | $3,074,634 | $2,070,484 | $1,613,314 |
BASIC INCOME (LOSS) PER COMMON SHARE FROM DISCONTINED OPERATIONS | ' | $0.01 | ' | $0.02 |
DILUTED INCOME (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS | $0 | $0 | $0.01 | ($0.01) |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS | $0 | $0 | $0.01 | $0.01 |
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 295,829,864 | 272,515,699 | 295,054,040 | 218,628,520 |
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 295,829,864 | 293,562,646 | 306,462,999 | 239,675,467 |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income from continuing operations | $2,070,484 | $1,613,314 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ' | ' |
Unrealized gain on marketable securities | -1,479,899 | ' |
Shares issued for services | ' | 194,100 |
Loss on debt servicing | ' | 19,879 |
Gain on sale of subsidiary | ' | -4,115,771 |
Amortization of intangibles | ' | 74,580 |
(Gain) loss on derivatives | -165,938 | 598,153 |
Amortization of debt discount | 152,848 | 659,280 |
Gain on extinguishment of debt | -793,732 | -75,618 |
Changes in: | ' | ' |
Accounts receivable | -146,882 | -88,725 |
Prepaid expense and other current assets | 7,142 | -4,727 |
Deferred income | ' | -30,036 |
Accrued liabilities | 93,406 | 943,444 |
Accounts payable | 270,257 | -63,292 |
Accounts payable, related party | -19,625 | -113,505 |
Cash provided used in continuing operations | -11,939 | -388,924 |
Cash provided by discontinued operations | ' | 73,265 |
Net cash used in operating activities | -11,939 | -315,299 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Cash used in continuing operations | ' | ' |
Cash used in discontinued operations | ' | -4,841 |
Net cash used in investing activities | ' | -4,841 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Advances from related parties | ' | 8,804 |
Repayments of Related Party Debt | ' | -16,000 |
Payments on short term debt | -52,500 | ' |
Proceeds from issuance of debt | 104,500 | 37,500 |
Net change in line of credit | ' | 2,361 |
Cash provided by continuing operations | 52,000 | 32,665 |
Cash provided by discontinued operations | ' | 415,640 |
Net cash provided by financing activities | 52,000 | 448,305 |
Net increase in cash | 40,061 | 128,165 |
Cash, beginning of period | 238,124 | 337,779 |
Cash, end of period | 278,185 | 465,944 |
Supplemental cash flow information: | ' | ' |
Interest paid | 25,000 | 4,675 |
Income taxes paid | ' | ' |
Non-cash investing and financing activity: | ' | ' |
Reclassification of accounts payable to short term debt | ' | 522,943 |
Reclassification of accrued liabilities to short term debt | ' | 545,000 |
Discount on notes payable from derivative liability | 98,097 | 596,019 |
Discount on shares issued with notes payable | ' | 11,486 |
Reclassification of derivative liabilities to additional paid-in capital | ' | 991,596 |
Common stock issued for settlement of notes payable | 26,600 | 628,735 |
Cancellation of common stock and preferred stock | $2,550 | ' |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Basis of Presentation [Abstract] | ' | ||||||||||||||||
BASIS OF PRESENTATION | ' | ||||||||||||||||
NOTE 1 –BASIS OF PRESENTATION | |||||||||||||||||
The accompanying unaudited interim consolidated financial statements of CMG Holdings Group, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes contained in its 2012 annual report on Form 10-K. In the opinion of management, these interim financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Our future results of operations may change materially from the historical results of operations reflected in our historical financial statements. The unaudited consolidated financial statements should be read in conjunction with the historical audited consolidated financial statements and footnotes of the Company and management’s discussion and analysis of financial condition and results of operations included in the Company’s Annual Report for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on Form 10-K. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal year 2012, as reported in the Form 10-K, have been omitted. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of CMG Holdings Group, Inc., CMG Acquisition, Inc., CMGO Capital, Inc., XA The Experiential Agency, Inc., CMGO Logistics, Inc., USaveCT and USaveNJ, after elimination of all significant inter-company accounts and transactions. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
In September 2006, the Financial Accounting Standards Board (“FASB”) issued ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 were effective January 1, 2008. ASC 820 delays the effective date for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. | |||||||||||||||||
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||||||
The three levels of the fair value hierarchy defined by ASC 820 are as follows: | |||||||||||||||||
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |||||||||||||||||
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. | |||||||||||||||||
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | |||||||||||||||||
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2013 and December 31, 2011. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
September 30, 2013 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | 1,754,550 | $ | - | $ | - | $ | 1,754,550 | |||||||||
Derivative Liabilities | $ | - | $ | - | $ | 78,129 | $ | 78,129 | |||||||||
31-Dec-12 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | 3,000 | $ | - | $ | - | $ | 3,000 | |||||||||
Derivative Liabilities | $ | - | $ | - | $ | 145,970 | $ | 145,970 | |||||||||
Investments in Debt and Equity Securities | |||||||||||||||||
The Company applies the provisions of Accounting Standards Codification 320, “Investments – Debt and Equity Securities”, regarding marketable securities. The Company invests in securities that are intended to be bought and held principally for the purpose of selling them in the near term, and as a result, classifies such investments as trading securities. Trading securities are recorded at fair value on the balance sheet with changes in fair value being reflected as unrealized gains or losses in the current period. In addition, the Company classifies the cash flows from purchases, sales, and maturities of trading securities as cash flows from operating activities. | |||||||||||||||||
Details of the Company's marketable trading securities as of September 30, 2013 and December 31, 2012 are as follows: | |||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||
Aggregate fair value | $ | 1,754,550 | $ | 3,000 | |||||||||||||
Gross unrealized holding gains | 1,479,899 | - | |||||||||||||||
Gross unrealized holding losses | - | - | |||||||||||||||
Transfer of cost method investment to marketable securities | 274,651 | ||||||||||||||||
Proceeds from sales | $ | - | $ | -- | |||||||||||||
Gross realized gains | - | -- | |||||||||||||||
Gross realized losses | - | -- | |||||||||||||||
Other than temporary impairment | - | -- |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 2 – RELATED PARTY TRANSACTIONS | |
The Company had outstanding accounts payable to related parties of $71,900 and $19,625 as of September 30, 2013 and December 31, 2012, respectively. These payables represent legal and administrative fees paid on behalf of the Company by its officers. |
Notes_Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2013 | |
Notes Payable [Abstract] | ' |
NOTES PAYABLE | ' |
NOTE 3– NOTES PAYABLE | |
Asher Enterprises, Inc. | |
On October 16, 2012 the company issued a convertible promissory note for $32,500 to Asher. The convertible promissory note bears interest at 8% and is due on July 18, 2013 and any amount not paid by July 18, 2013 will incur a 22% interest rate. The note is convertible at 50% of the average of the lowest three trading prices for the Company’s common stock during the ten trading day period prior to the conversion date after 180 days. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. | |
In conjunction with the issuance of the promissory note, $2,500 was recorded as debt discount. The discount is being amortized over the term of the note to interest expense. During April 2013, the Company paid off the $32,500 note and accrued interest and penalties of $10,000. The discount balance was $0 and $1,809 as of September 30, 2013 and December 31, 2012, respectively. Amortization of $34,309 was recognized as interest expense as of September 30, 2013. | |
On May 20, 2013 the company issued a convertible promissory note for $53,000 to Asher. The convertible promissory note bears interest at 8% and is due on February 24, 2014 and any amount not paid by the due date will incur a 22% interest rate. The note is convertible at 58% of the average of the lowest trading price for the Company’s common stock during the ten trading day period prior to the conversion date after 180 days. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. | |
Paul Sherman Agreement | |
On May 12, 2012, the Company modified its July 24, 2011 agreement with Paul Sherman into a $9,943 convertible promissory note bearing interest at 2% and due on May 15, 2013. The convertible promissory note is convertible at a price equal to the close price on the day prior to Paul Sherman’s request for conversion, but not to go below $.001. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as a liability. The fair value of the embedded conversion option resulted in a discount of $8,875 on the date of the note. The discount is being amortized over the term of the note to interest expense. The discount balance was $0 and $3,376 as of September 30, 2013 and December 31, 2012, respectively. Amortization of $3,376 was recognized as interest expense as of September 30, 2013. The convertible promissory note has an outstanding balance of $9,943 and $9,943 as of September 30, 2013 and December 31, 2012, respectively. | |
Continental Equities, LLC | |
On September 7, 2012 the company issued a convertible promissory note for $50,000 to Continental Equities, LLC (“Continental”) for the assignment of an equivalent amount of the Company’s account payable to Continental. The convertible promissory note bears interest at 12% and was due on May 15, 2013, any amount not paid by May 15, 2013 is incurring a 22% interest rate. | |
On September 7, 2012 the company issued a convertible promissory note for $20,000 to Continental Equities, LLC for the assignment of an equivalent amount of the Company’s accrued interest to Continental. The convertible promissory note bore interest at 12% and during May 2013, a related party entity paid the $20,000 convertible promissory note plus accrued interest in full. | |
The convertible promissory notes are/were convertible at 50% of the average of the lowest three trading prices for the Company’s common stock during the ten trading day period prior to the conversion date. The Company analyzed the conversion options for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instruments should be classified as liabilities. The fair value of the embedded conversion option resulted in a discount of $65,597 on the date of the note. The discount balance was $0 as of September 30, 2013. Amortization of $65,597 was recognized as interest expense as of September 30, 2013. The convertible promissory notes have an outstanding balance of $50,000 and $70,000 as of September 30, 2013 and December 31, 2012, respectively. | |
As inducement for entering into the convertible promissory notes, the Company issued 600,000 shares, which were recorded as a debt discount of $11,486, which represents the relative fair value of the shares with the note principal. The discount balance was $0 and $7,657 as of September 30, 2013 and December 31, 2012, respectively. Amortization of $7,657 was recognized as interest expense as of September 30, 2013. | |
Connied, Inc. | |
On April 11, 2011 the Company assigned $135,000 of its account payable from a third party to Connied, Inc. (“Connied”). On May 3, 2011, the Company amended the assigned account payable to add a conversion feature. The new note was convertible at 50% of the average of the five lowest closing prices for the Company's stock during the previous 30 trading days. The remaining balance of $85,000 was recorded as short term debt. The note bears interest at 20% and is due on May 2, 2013. | |
The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The embedded conversion feature was measured at fair value at inception and on the date of conversion with the change in fair value recorded to earnings. The addition of the embedded conversion option resulted in a full discount to the note of $85,000 on May 3, 2011. | |
During August 2013, the Company entered into a Termination Agreement and Release (the “Agreement”) with Continental Investments Group (Continental), the holder of a $85,000 convertible note payable of the Company and the holder of 2,500,000 shares of restricted common stock. The Agreement calls for the termination and cancellation of a Sale and Purchase agreement, whereby the Company agreed to issue 50,000 Series B Convertible Preferred Stock in exchange for 20,000 cartoon animated Cels. The Agreement also calls for the cancellation of the $85,000 convertible note and related interest and the Continental to return the 2,500,000 shares of restricted common stock and 50,000 Series B Convertible Preferred Stock, valued at par of $2,550. This resulted in a gain on settlement of debt of $85,000. | |
The discount was being amortized over the term of the note to interest expense. The discount balance was $0 and $34,170 as of September 30, 2013 and December 31, 2012, respectively. Amortization of $34,170 was recognized as interest expense as of September 30, 2013. The convertible promissory note has an outstanding balance of $0 and $85,000 as of September 30, 2013 and December 31, 2012, respectively. | |
Alan Morell | |
On September 26, 2012, the Company issued two convertible promissory notes for $112,000 and $525,000 to Alan Morell for outstanding amounts owed for the Company’s line of credit and accrued salary, respectively. The notes bore interest at 2% and were due on April 4, 2013 and April 26, 2014, respectively. The notes became convertible at $0.04 and $0.06, respectively, as of November 15, 2012. During June 2013, the Company issued 2,800,000 shares of common stock to settle the $637,000 note, resulting in a gain on settlement of debt of $610,400. | |
The Company analyzed the conversion options for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The embedded conversion feature was measured at fair value at inception and on the date of conversion with the change in fair value recorded to earnings. The addition of the embedded conversion options resulted in a discount to the notes of $27,573 on November 15, 2012. The discounts were being amortized over the terms of the notes to interest expense. The discount balances were $0 and $7,739 as of September 30, 2013 and December 31, 2012, respectively. Amortization of $7,739 was recognized as interest expense during the nine months ended September 30, 2013. The convertible promissory notes have an outstanding balance of $0 and $637,000 as of September 30, 2013 and December 31, 2012, respectively. | |
Infinite Alpha | |
On April 29, 2013 the company issued a convertible promissory note for $51,500 to Infinite Alpha with conversion terms yet to be determined. The promissory note is unsecured, bears interest at 20%, and is due on demand. Any amounts not paid on demand will incur a 24% interest rate. | |
During the nine months ended September 30, 2013, the Company wrote off $98,332 of accrued interest to gain on settlement of debt. The total gain on settlement of debt recorded was $793,732 and total amortization of debt discount was $152,848 as of September 30, 2013. The Company made total payments on notes payable of $52,500 on notes payable, and $104,500 on borrowings. |
Derivative_Liabilities
Derivative Liabilities | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Derivative Liabilities [Abstract] | ' | ||||||||
DERIVATIVE LIABILITIES | ' | ||||||||
NOTE 4 - DERIVATIVE LIABILITIES | |||||||||
The Company has various convertible instruments outstanding more fully described in Note 3. Because the number of shares to be issued upon settlement cannot be determined under these instruments, the Company cannot determine whether it will have sufficient authorized shares at a given date to settle any other of its share-settleable instruments. As a result, under ASC 815-15 “Derivatives and Hedging”, all other share-settleable instruments must be classified as liabilities. | |||||||||
Embedded Derivative Liabilities in Convertible Notes | |||||||||
During the nine months ended September 30, 2013, the Company recognized new derivative liabilities of $98,097 as a result of new convertible debt issuances. The Company recognized a $165,938 gain, and $598,153 loss, on derivatives due to change in fair value of the liability for the nine months ended September 30, 2013 and 2012, respectively. The fair value of the Company’s embedded derivative liabilities was $78,129 and $145,970 at September 30, 2013 and December 31, 2012, respectively. | |||||||||
Warrants | |||||||||
During the fiscal year 2011, 899,000 A Warrants and 899,000 B warrants were issued to individuals. The Company determined that the instruments embedded in the warrants should be classified as liabilities. Under ASC 815-15 “Derivatives and Hedging” the liabilities were subsequently measured at fair value at the end of each reporting period with the change in fair value recorded to earnings. The fair value of all outstanding warrants as of September 30, 2013 and December 31, 2012 was $1,750 and $12,007, respectively. The Company recognized $10,257 and $4,532 as gain on derivative related to the warrants for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||
The following table summarizes the derivative liabilities included in the consolidated balance sheet: | |||||||||
Derivative Liabilities | |||||||||
Balance at December 31, 2012 | $ | 145,970 | |||||||
ASC 815-15 additions | 98,097 | ||||||||
Change in fair value | -85,712 | ||||||||
ASC 815-15 deletions | -80,226 | ||||||||
Balance at September 30, 2013 | $ | 78,129 | |||||||
The following table summarizes the derivative gain or loss recorded as a result of the derivative liabilities above: | |||||||||
Gain/(Loss) on Derivative Liability | |||||||||
For the Nine Months Ended | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Change in fair value | (85,712 | ) | 459,333 | ||||||
Convertible debt settled in cash | (80,226 | ) | |||||||
Excess of fair value of liabilities over note payable | - | 138,820 | |||||||
Total (Gain)/Loss on Derivative Liability | (165,938 | ) | 593,153 | ||||||
The Company values its warrant derivatives and all other share settable instrument using the Black-Scholes option pricing model. Assumption used include (1) 0.01% to 1.96% risk-free interest rate, (2) life is the remaining contractual life of the instrument (3) expected volatility 70% to 426%, (4) zero expected dividends, (5) exercise price as set forth in the agreements, (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted. |
Legal_Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2013 | |
Legal Proceedings [Abstract] | ' |
LEGAL PROCEEDINGS | ' |
NOTE 5 - LEGAL PROCEEDINGS | |
We are subject to certain claims and litigation in the ordinary course of business. It is the opinion of management that the outcome of such matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. | |
On April 21, 2011, the Company was served with a lawsuit that was filed in Clark County, Nevada against the Company by A to Z Holdings, LLC and seven other individuals or entities. The complaint alleges, among other things, that the Company’s Board of Directors did not have the power to designate series A and B preferred stock without amending the articles of incorporation. The complaint also alleges any such amendment would require shareholder approval and filing of a proxy statement. On April 20, 2012, the Company settled with A to Z Holdings, LLC and seven other individuals or entities for $10,000. The Company has accrued this settlement liability as of September 30, 2013. | |
On July 6, 2011, the Company was served with a lawsuit filed in the Circuit Court for the County of Multnomah, Oregon. The complaint alleges breach of contract and entitlement to consulting fees from the Company. The case was settled in 2012 for $30,000. The Company has accrued for this liability as of September 30, 2013. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
EARNINGS PER SHARE | ' | ||||||||||||
NOTE 6 – EARNINGS PER SHARE | |||||||||||||
A reconciliation of the components of basic and diluted net income per common share is presented in the tables below: | |||||||||||||
For the nine months ended | |||||||||||||
30-Sep-13 | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Shares | Per | ||||||||||||
Income | Outstanding | Share | |||||||||||
Basic: | |||||||||||||
Income attributable to common stock | 2,070,484 | 294,054,040 | 0.01 | ||||||||||
Effect of Dilutive Securities: | |||||||||||||
Convertible Debt | - | 11,408,959 | |||||||||||
Diluted: | |||||||||||||
Income attributable to common stock, including assumed conversions | 2,070,484 | 306,462,999 | 0.01 | ||||||||||
Potentially dilutive securities excluded from the computation of weighted average diluted shares of common stock because the impact of these potentially dilutive securities was anti dilutive totaled 1,798,000 for the nine month period ended September 30, 2013. | |||||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 7 - SUBSEQUENT EVENTS | |
In November 2013, CMG repaid $29,000 of notes payable. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Basis of Presentation [Abstract] | ' | ||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of CMG Holdings Group, Inc., CMG Acquisition, Inc., CMGO Capital, Inc., XA The Experiential Agency, Inc., CMGO Logistics, Inc., USaveCT and USaveNJ, after elimination of all significant inter-company accounts and transactions. | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
In September 2006, the Financial Accounting Standards Board (“FASB”) issued ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 were effective January 1, 2008. ASC 820 delays the effective date for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. | |||||||||||||||||
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||||||
The three levels of the fair value hierarchy defined by ASC 820 are as follows: | |||||||||||||||||
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |||||||||||||||||
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. | |||||||||||||||||
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | |||||||||||||||||
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2013 and December 31, 2011. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
September 30, 2013 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | 1,754,550 | $ | - | $ | - | $ | 1,754,550 | |||||||||
Derivative Liabilities | $ | - | $ | - | $ | 78,129 | $ | 78,129 | |||||||||
31-Dec-12 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | 3,000 | $ | - | $ | - | $ | 3,000 | |||||||||
Derivative Liabilities | $ | - | $ | - | $ | 145,970 | $ | 145,970 | |||||||||
Investments in Debt and Equity Securities | ' | ||||||||||||||||
Investments in Debt and Equity Securities | |||||||||||||||||
The Company applies the provisions of Accounting Standards Codification 320, “Investments – Debt and Equity Securities”, regarding marketable securities. The Company invests in securities that are intended to be bought and held principally for the purpose of selling them in the near term, and as a result, classifies such investments as trading securities. Trading securities are recorded at fair value on the balance sheet with changes in fair value being reflected as unrealized gains or losses in the current period. In addition, the Company classifies the cash flows from purchases, sales, and maturities of trading securities as cash flows from operating activities. | |||||||||||||||||
Details of the Company's marketable trading securities as of September 30, 2013 and December 31, 2012 are as follows: | |||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||
Aggregate fair value | $ | 1,754,550 | $ | 3,000 | |||||||||||||
Gross unrealized holding gains | 1,479,899 | - | |||||||||||||||
Gross unrealized holding losses | - | - | |||||||||||||||
Transfer of cost method investment to marketable securities | 274,651 | ||||||||||||||||
Proceeds from sales | $ | - | $ | -- | |||||||||||||
Gross realized gains | - | -- | |||||||||||||||
Gross realized losses | - | -- | |||||||||||||||
Other than temporary impairment | - | -- |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Basis of Presentation [Abstract] | ' | ||||||||||||||||
Schedule of fair value hierarchy of financial assets and liabilities | ' | ||||||||||||||||
September 30, 2013 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | 1,754,550 | $ | - | $ | - | $ | 1,754,550 | |||||||||
Derivative Liabilities | $ | - | $ | - | $ | 78,129 | $ | 78,129 | |||||||||
31-Dec-12 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Marketable trading securities | $ | 3,000 | $ | - | $ | - | $ | 3,000 | |||||||||
Derivative Liabilities | $ | - | $ | - | $ | 145,970 | $ | 145,970 | |||||||||
Schedule of marketable trading securities | ' | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||
Aggregate fair value | $ | 1,754,550 | $ | 3,000 | |||||||||||||
Gross unrealized holding gains | 1,479,899 | - | |||||||||||||||
Gross unrealized holding losses | - | - | |||||||||||||||
Transfer of cost method investment to marketable securities | 274,651 | ||||||||||||||||
Proceeds from sales | $ | - | $ | -- | |||||||||||||
Gross realized gains | - | -- | |||||||||||||||
Gross realized losses | - | -- | |||||||||||||||
Other than temporary impairment | - | -- |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Derivative Liabilities [Abstract] | ' | ||||||||
Summary of derivative liabilities included in the consolidated balance sheet | ' | ||||||||
Derivative Liabilities | |||||||||
Balance at December 31, 2012 | $ | 145,970 | |||||||
ASC 815-15 additions | 98,097 | ||||||||
Change in fair value | -85,712 | ||||||||
ASC 815-15 deletions | -80,226 | ||||||||
Balance at September 30, 2013 | $ | 78,129 | |||||||
Summary of derivative liabilities included in gain or loss | ' | ||||||||
Gain/(Loss) on Derivative Liability | |||||||||
For the Nine Months Ended | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Change in fair value | (85,712 | ) | 459,333 | ||||||
Convertible debt settled in cash | (80,226 | ) | |||||||
Excess of fair value of liabilities over note payable | - | 138,820 | |||||||
Total (Gain)/Loss on Derivative Liability | (165,938 | ) | 593,153 | ||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Schedule of earnings per share, basic and diluted | ' | ||||||||||||
For the nine months ended | |||||||||||||
30-Sep-13 | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Shares | Per | ||||||||||||
Income | Outstanding | Share | |||||||||||
Basic: | |||||||||||||
Income attributable to common stock | 2,070,484 | 294,054,040 | 0.01 | ||||||||||
Effect of Dilutive Securities: | |||||||||||||
Convertible Debt | - | 11,408,959 | |||||||||||
Diluted: | |||||||||||||
Income attributable to common stock, including assumed conversions | 2,070,484 | 306,462,999 | 0.01 | ||||||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Marketable trading securities | $1,754,550 | $274,651 |
Derivative Liabilities | 78,129 | 145,970 |
Level 1 | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Marketable trading securities | 1,754,550 | 3,000 |
Derivative Liabilities | ' | ' |
Level 2 | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Marketable trading securities | ' | ' |
Derivative Liabilities | ' | ' |
Level 3 | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Marketable trading securities | ' | ' |
Derivative Liabilities | $78,129 | $145,970 |
Basis_of_Presentation_Details_
Basis of Presentation (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Basis of Presentation [Abstract] | ' | ' | ' | ' | ' |
Aggregate fair value | $1,754,550 | ' | $1,754,550 | ' | $274,651 |
Gross unrealized holding gains | -45,800 | ' | 1,479,899 | ' | ' |
Gross unrealized holding losses | ' | ' | ' | ' | ' |
Transfer of cost method investment to marketable securities | ' | ' | 274,651 | ' | ' |
Proceeds from sales | ' | ' | ' | ' | ' |
Gross realized gains | ' | ' | ' | ' | ' |
Gross realized losses | ' | ' | ' | ' | ' |
Other than temporary impairment | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Related Party Transaction Textual [Abstract] | ' | ' |
Accounts payable - related party | $71,900 | $19,625 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | 20-May-13 | Oct. 16, 2012 | Apr. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | 12-May-12 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 07, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 07, 2012 | Sep. 30, 2013 | Sep. 07, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | 3-May-11 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 11, 2011 | Jun. 30, 2013 | Sep. 26, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 15, 2012 | Sep. 26, 2012 | Nov. 15, 2012 | Apr. 29, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Asher Enterprises, Inc. [Member] | Asher Enterprises, Inc. [Member] | Asher Enterprises, Inc. [Member] | Asher Enterprises, Inc. [Member] | Asher Enterprises, Inc. [Member] | Paul Sherman Agreement [Member] | Paul Sherman Agreement [Member] | Paul Sherman Agreement [Member] | Continental Equities Llc [Member] | Continental Equities Llc [Member] | Continental Equities Llc [Member] | Continental Equities Llc [Member] | Continental Equities Llc [Member] | Continental Equities Llc [Member] | Continental Equities Llc [Member] | Continental Equities Llc [Member] | Connied Inc [Member] | Connied Inc [Member] | Connied Inc [Member] | Connied Inc [Member] | Connied Inc [Member] | Alan Morell [Member] | Alan Morell [Member] | Alan Morell [Member] | Alan Morell [Member] | Alan Morell [Member] | Alan Morell [Member] | Alan Morell [Member] | Infinite Alpha [Member] | Infinite Alpha [Member] | Infinite Alpha [Member] | Infinite Alpha [Member] | ||||||
Accounts Payable [Member] | Accounts Payable [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Note One [Member] | Note One [Member] | Notes Payable [Member] | Borrowings [Member] | |||||||||||||||||||||||||||||
Notes Payable (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory note, value | ' | ' | ' | ' | ' | $53,000 | $32,500 | ' | ' | ' | $9,943 | $9,943 | $9,943 | ' | $50,000 | $70,000 | $50,000 | ' | $20,000 | ' | ' | $85,000 | ' | $0 | $85,000 | $135,000 | ' | $112,000 | $0 | $637,000 | ' | $525,000 | ' | $51,500 | ' | ' | ' |
Debt instrument, stated percentage | ' | ' | ' | ' | ' | 8.00% | 8.00% | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | 12.00% | ' | 12.00% | ' | ' | 20.00% | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | 2.00% | ' | 20.00% | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | ' | 24-Feb-14 | 18-Jul-13 | ' | ' | ' | 15-May-13 | ' | ' | ' | ' | ' | 15-May-13 | ' | 31-May-13 | ' | ' | 2-May-13 | ' | ' | ' | ' | ' | 4-Apr-13 | ' | ' | ' | 26-Apr-14 | ' | ' | ' | ' | ' |
Debt instrument, increased interest rate | ' | ' | ' | ' | ' | 22.00% | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24.00% | ' | ' | ' |
Debt conversion, description | ' | ' | ' | ' | ' | 'The note is convertible at 58% of the average of the lowest trading prices for the Company's common stock during the ten trading day period prior to the conversion date after 180 days. | 'The note is convertible at 50% of the average of the lowest three trading prices for the Company's common stock during the ten trading day period prior to the conversion date after 180 days. | ' | ' | ' | 'The convertible promissory note is convertible at a price equal to the close price on the day prior to Paul Sherman's request for conversion, but not to go below $.001. | ' | ' | 'The convertible promissory notes are/were convertible at 50% of the average of the lowest three trading prices for the Company's common stock during the ten trading day period prior to the conversion date. | ' | ' | ' | ' | ' | ' | ' | 'The new note was convertible at 50% of the average of the five lowest closing prices for the Company's stock during the previous 30 trading days. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | 0 | ' | 0 | ' | 7,739 | ' | 2,500 | ' | 0 | 1,809 | 8,875 | 0 | 3,376 | 65,597 | ' | ' | ' | 0 | ' | 0 | 7,657 | ' | ' | 0 | 34,170 | ' | ' | ' | 0 | 7,739 | 27,573 | ' | ' | ' | 152,848 | ' | ' |
Repayments of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,500 | 104,500 |
Accrued interest and penalties | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98,332 | ' | ' |
Amortization of interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 34,309 | ' | ' | 3,376 | ' | ' | ' | ' | ' | 65,597 | ' | 7,657 | ' | ' | ' | 34,170 | ' | ' | ' | ' | 7,739 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument conversion amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,486 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 637,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share issued for debt conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,550 | ' | ' | ' | ' | ' | ' | ' | $0.04 | ' | $0.06 | ' | ' | ' | ' |
Gain on extinguishment of debt | $183,332 | $75,618 | $793,732 | $75,618 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $85,000 | ' | ' | ' | $610,400 | ' | ' | ' | ' | ' | ' | ' | $793,732 | ' | ' |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Derivative Liabilities [Abstract] | ' | ' |
Derivative Liabilities, Begining balance | $145,970 | ' |
ASC 815-15 additions | 98,097 | ' |
Change in fair value | -85,712 | 459,333 |
ASC 815-15 deletions | -80,226 | ' |
Derivative Liabilities, Ending balance | $78,129 | ' |
Derivative_Liabilities_Details1
Derivative Liabilities (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Derivative Liabilities [Abstract] | ' | ' |
Change in fair value | ($85,712) | $459,333 |
Convertible debt settled in cash | -80,226 | ' |
Excess of fair value of liabilities over note payable | ' | 138,820 |
Total (Gain)/Loss on Derivative Liability | ($165,938) | $593,153 |
Derivative_Liabilities_Details2
Derivative Liabilities (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | |
Warrant A [Member] | Warrant B [Member] | ||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' |
New derivative Liabilities | $98,097 | ' | ' | ' | ' |
(Gain)/Loss on Derivative Liability | -165,938 | 593,153 | ' | ' | ' |
Embedded derivative liability | 78,129 | ' | 145,970 | ' | ' |
Number of warrants issued to individuals | ' | ' | ' | 899,000 | 899,000 |
Fair value of warrants outstanding | 1,750 | ' | 12,007 | ' | ' |
Gain related to warrant | $10,257 | $4,532 | ' | ' | ' |
Risk free interest rate, minimum | 0.01% | ' | ' | ' | ' |
Risk free interest rate, maximum | 1.96% | ' | ' | ' | ' |
Expected volatility rate, minimum | 70.00% | ' | ' | ' | ' |
Expected volatility rate, maximum | 426.00% | ' | ' | ' | ' |
Expected dividend | 0.00% | ' | ' | ' | ' |
Legal_Proceedings_Details
Legal Proceedings (Details) (USD $) | 1 Months Ended | 12 Months Ended |
Apr. 20, 2012 | Dec. 31, 2012 | |
Legal Proceedings [Abstract] | ' | ' |
Litigation settlement | $10,000 | $30,000 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Basic: | ' | ' | ' | ' |
Income attributable to common stock, Income | ' | ' | $2,070,484 | ' |
Income attributable to common stock, Weighted Average Shares Outstanding | 295,829,864 | 272,515,699 | 295,054,040 | 218,628,520 |
Income attributable to common stock, Per Share | $0 | $0 | $0.01 | $0.01 |
Effect of Dilutive Securities: | ' | ' | ' | ' |
Convertible Debt, Weighted Average Shares Outstanding | ' | ' | 11,408,959 | ' |
Diluted: | ' | ' | ' | ' |
Income attributable to common stock, including assumed conversions, Income | ' | ' | $2,070,484 | ' |
Income attributable to common stock, including assumed conversions, Weighted Average Shares Outstanding | 295,829,864 | 293,562,646 | 306,462,999 | 239,675,467 |
Income attributable to common stock, including assumed conversions, Per Share | $0 | $0 | $0.01 | ($0.01) |
Earnings_Per_Share_Details_Tex
Earnings Per Share (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Earnings Per Share [Abstract] | ' |
Total anti dilutive securities | 1,798,000 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 1 Months Ended |
Nov. 30, 2013 | |
Subsequent Event [Member] | ' |
Subsequent Event (Textual) | ' |
Repayments of debt | $29,000 |