Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2016 | |
Document And Entity Information | |
Entity Registrant Name | Bright Mountain Media, Inc. |
Entity Central Index Key | 1,568,385 |
Document Type | S-1/A |
Document Period End Date | Dec. 31, 2016 |
Amendment Flag | true |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,016 |
Amendment Description | Updated financials |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 162,795 | $ 416,187 |
Accounts Receivable | 157,013 | 42,449 |
Prepaid Expenses and Other Current Assets | 132,950 | 109,927 |
Inventories | 1,127,072 | 1,053,890 |
Total Current Assets | 1,579,830 | 1,622,453 |
Fixed Assets, net | 99,001 | 51,305 |
Website Acquisition Assets, net | 967,114 | 630,286 |
Tradenames | 150,000 | |
Other Assets | 184,400 | 15,547 |
Total Assets | 2,980,345 | 2,319,591 |
Current liabilities | ||
Accounts payable | 654,140 | 323,782 |
Accrued Interest | 11,111 | |
Accrued Interest to Related Party | 5,592 | |
Premium Finance Loan Payable | 53,643 | 52,406 |
Note Payable | 500,000 | |
Total Current Liabilities | 1,224,486 | 376,188 |
Long Term Debt to Related Parties, net | 185,905 | 122,260 |
Total Liabilities | 1,410,391 | 498,448 |
Commitments and contingencies (Note 11) | ||
Shareholders' equity | ||
Common stock, par value $.01, 324,000,000 shares authorized, 44,901,531 issued and outstanding, and 35,885,059 issued and outstanding, respectively | 449,016 | 358,850 |
Additional paid-in-capital | 9,944,744 | 7,568,048 |
Accumulated Deficit | (8,824,806) | (6,157,755) |
Total shareholders' equity | 1,569,954 | 1,821,143 |
Total liabilities and shareholders' equity | 2,980,345 | 2,319,591 |
Series A Preferred Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 5,200,000 and 4,400,000 issued and outstanding respectively: | 1,000 | 19,000 |
Series B Preferred Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 5,200,000 and 4,400,000 issued and outstanding respectively: | 10,000 | |
Series C Preferred Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 5,200,000 and 4,400,000 issued and outstanding respectively: | 18,000 | |
Series D Preferred Stock [Member] | ||
Shareholders' equity | ||
Preferred stock, par value $0.01, 20,000,000 shares authorized, 5,200,000 and 4,400,000 issued and outstanding respectively: | $ 5,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 100,000 | 5,200,000 |
Preferred stock, shares outstanding | 100,000 | 5,200,000 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 324,000,000 | 324,000,000 |
Common shares, shares issued | 44,901,531 | 35,885,059 |
Common shares, shares outstanding | 44,901,531 | 35,885,059 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 100,000 | 1,900,000 |
Preferred stock, shares outstanding | 100,000 | 1,900,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 1,000,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 1,800,000 |
Preferred stock, shares outstanding | 0 | 1,800,000 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 500,000 |
Preferred stock, shares outstanding | 0 | 500,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Product Sales | $ 1,499,010 | $ 1,408,481 |
Revenues from Services | 434,775 | 283,598 |
Total Revenue | 1,933,785 | 1,692,079 |
Cost of sales | 1,133,872 | 1,148,338 |
Gross profit | 799,913 | 543,741 |
Selling, general and administrative expenses | 3,093,295 | 2,214,238 |
Loss from operations | (2,293,382) | (1,670,497) |
Other income (expense) | ||
Interest income | 69 | 30 |
Interest expense | (11,111) | (2,627) |
Interest expense - related party | (362,627) | |
Total other income (expense), net | (373,669) | (2,597) |
Net Loss | (2,667,051) | (1,673,094) |
Preferred stock dividends | ||
Series A, Series B, Series C and Series D preferred | 280,682 | 338,684 |
Total preferred stock dividends | 280,682 | 338,684 |
Net loss attributable to common shareholders | $ (2,947,733) | $ (2,011,778) |
Basic and diluted net loss per share | $ (0.07) | $ (0.06) |
Weighted average shares outstanding - Basic and diluted | 39,867,371 | 34,587,695 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Shares [Member] | Accumulated Deficit [Member] | Total |
Balance, shares at Dec. 31, 2014 | 4,400,000 | 33,123,234 | ||||
Balance at Dec. 31, 2014 | $ 44,000 | $ 334,832 | $ 5,741,109 | $ (2,501) | $ (4,484,661) | $ 1,632,779 |
Common stock issued for cash (.2778/share) pursuant to exercised stock option grant | $ 540 | 14,461 | 15,001 | |||
Common stock issued for cash (.2778/share) pursuant to exercised stock option grant, shares | 54,000 | |||||
Common stock issued for cash ($.50/share) pursuant to exercised stock option grant | $ 100 | 4,900 | 5,000 | |||
Common stock issued for cash ($.50/share) pursuant to exercised stock option grant, shares | 10,000 | |||||
Common Stock issued for services ($.60/share) | $ 70 | 4,130 | 4,200 | |||
Common Stock issued for services ($.60/share), shares | 7,000 | |||||
Common stock issued for services ($.65/share) | $ 570 | 36,480 | 37,050 | |||
Common stock issued for services ($.65/share), shares | 57,000 | |||||
Common stock issued for services ($.69/share) | $ 70 | 4,760 | 4,830 | |||
Common stock issued for services ($.69/share), shares | 7,000 | |||||
Common stock issued for services ($.75/share) | $ 74 | 5,476 | 5,550 | |||
Common stock issued for services ($.75/share), shares | 7,400 | |||||
Retired Treasury shares | $ (3,600) | 1,099 | 2,501 | |||
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement | $ 19,800 | 970,200 | 990,000 | |||
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement, shares | 1,980,000 | |||||
Sale of 10% Series A preferred stock for cash ($.50/share) pursuant to Subscription Agreement | $ 3,000 | 147,000 | 150,000 | |||
Sale of 10% Series A preferred stock for cash ($.50/share) pursuant to Subscription Agreement, shares | 300,000 | |||||
Sale of 10% Series D preferred stock for cash ($.50/share) pursuant to Subscription Agreement | $ 5,000 | 245,000 | 250,000 | |||
Sale of 10% Series D preferred stock for cash ($.50/share) pursuant to Subscription Agreement, shares | 500,000 | |||||
Common stock issued for 10% dividend payment pursuant to 10% Series A Preferred Stock designations | $ 1,600 | (1,600) | ||||
Common stock issued for 10% dividend payment pursuant to 10% Series A Preferred Stock designations, shares | 160,000 | |||||
Common stock issued for 10% dividend payment pursuant to 10% Series B Preferred Stock designations | $ 1,000 | (1,000) | ||||
Common stock issued for 10% dividend payment pursuant to 10% Series B Preferred Stock designations, shares | 100,000 | |||||
Common stock issued for 10% dividend payment pursuant to 10% Series C Preferred Stock designations | $ 294 | (294) | ||||
Common stock issued for 10% dividend payment pursuant to 10% Series C Preferred Stock designations, shares | 29,425 | |||||
Stock option compensation expense | 59,327 | 59,327 | ||||
Common Stock issued for acquisitions ($.75. share) | $ 3,500 | 259,000 | $ 262,500 | |||
Common Stock issued for acquisitions ($.75. share), shares | 350,000 | 350,000 | ||||
Beneficial Conversion | 78,000 | $ 78,000 | ||||
Net Loss | (1,673,094) | (1,673,094) | ||||
Balance, shares at Dec. 31, 2015 | 5,200,000 | 35,885,059 | ||||
Balance at Dec. 31, 2015 | $ 52,000 | $ 358,850 | 7,568,048 | (6,157,755) | 1,821,143 | |
Common stock issued for services ($0.695/share) | $ 710 | 48,460 | 49,170 | |||
Common stock issued for services ($0.695/share), shares | 71,000 | |||||
Common stock issued for services ($.75/share) | $ 36 | 2,664 | 2,700 | |||
Common stock issued for services ($.75/share), shares | 3,600 | |||||
Common stock issued for services ($0.850/share) | $ 252 | 21,168 | 21,420 | |||
Common stock issued for services ($0.850/share), shares | 25,200 | |||||
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement | $ 16,000 | 784,000 | 800,000 | |||
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement, shares | 1,600,000 | |||||
Common stock issued on conversion of $600,000 in related party notes payable and $3,600 related interest | $ 12,072 | 591,528 | 603,600 | |||
Common stock issued on conversion of $600,000 in related party notes payable and $3,600 related interest, shares | 1,207,200 | |||||
Common stock issued on conversion of Series A preferred stock | $ (18,000) | $ 18,000 | ||||
Common stock issued on conversion of Series A preferred stock, shares | (1,800,000) | 1,800,000 | ||||
Common stock issued on conversion of Series B preferred stock | $ (10,000) | $ 10,000 | ||||
Common stock issued on conversion of Series B preferred stock, shares | (1,000,000) | 1,000,000 | ||||
Common stock issued on conversion of Series C preferred stock | $ (18,000) | $ 18,000 | ||||
Common stock issued on conversion of Series C preferred stock, shares | (1,800,000) | 1,800,000 | ||||
Common stock issued on conversion of Series D preferred stock | $ (5,000) | $ 5,000 | ||||
Common stock issued on conversion of Series D preferred stock, shares | (500,000) | 500,000 | ||||
Common stock issued for 10% dividend payment pursuant to Series A preferred stock subscription agreements | $ 2,904 | (2,904) | ||||
Common stock issued for 10% dividend payment pursuant to Series A preferred stock subscription agreements, shares | 290,374 | |||||
Common stock issued for 10% dividend payment pursuant to Series B preferred stock subscription agreements | $ 1,604 | (1,604) | ||||
Common stock issued for 10% dividend payment pursuant to Series B preferred stock subscription agreements, shares | 160,375 | |||||
Common stock issued for 10% dividend payment pursuant to Series C preferred stock subscription agreements | $ 2,887 | (2,887) | ||||
Common stock issued for 10% dividend payment pursuant to Series C preferred stock subscription agreements, shares | 288,673 | |||||
Common stock issued for 10% dividend payment pursuant to Series D preferred stock subscription agreements | $ 701 | (701) | ||||
Common stock issued for 10% dividend payment pursuant to Series D preferred stock subscription agreements, shares | 70,050 | |||||
Stock option compensation expense | 147,472 | 147,472 | ||||
Common Stock issued for acquisitions ($.75. share) | $ 170,000 | |||||
Common Stock issued for acquisitions ($.75. share), shares | 200,000 | |||||
Beneficial Conversion | 621,500 | $ 621,500 | ||||
Common stock issued for asset acquisition | $ 2,000 | 168,000 | 170,000 | |||
Common stock issued for asset acquisition, shares | 200,000 | |||||
Net Loss | (2,667,051) | (2,667,051) | ||||
Balance, shares at Dec. 31, 2016 | 100,000 | 44,901,531 | ||||
Balance at Dec. 31, 2016 | $ 1,000 | $ 449,016 | $ 9,944,744 | $ (8,824,806) | $ 1,569,954 |
CONSOLIDATED STATEMENTS OF CHA6
CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Common stock issued for cash, Price Per Share | $ 0.2778 | |
Common stock issued for cash tranche one, Price Per Share | 0.50 | |
Common stock issued for services, Price Per Share | $ 0.695 | 0.60 |
Common stock issued for services tranche one, Price Per Share | 0.750 | 0.65 |
Common stock issued for services tranche two, Price Per Share | $ 0.850 | 0.69 |
Common stock issued for services tranche three, Price Per Share | 0.75 | |
Sale of common stock for cash, price per share | 0.50 | |
Common Stock issued for acquisitions, Per share price | 0.75 | |
Related party notes payable | $ 600,000 | |
Related party interest payable | $ 3,600 | |
Series A Preferred Stock [Member] | ||
Sale of Preferred Stock for cash, price per share | 0.50 | |
Common stock issued for dividend payment | $ 0.10 | 0.10 |
Preferred Stock dividend rate | 10.00% | |
Series D Preferred Stock [Member] | ||
Sale of Preferred Stock for cash, price per share | 0.50 | |
Common stock issued for dividend payment | $ 0.10 | 0.10 |
Preferred Stock dividend rate | 10.00% | |
Series B Preferred Stock [Member] | ||
Common stock issued for dividend payment | $ 0.10 | 0.10 |
Preferred Stock dividend rate | 10.00% | |
Series C Preferred Stock [Member] | ||
Common stock issued for dividend payment | $ 0.10 | $ 0.10 |
Preferred Stock dividend rate | 10.00% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net Loss | $ (2,667,051) | $ (1,673,094) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Bad Debt Expense | 15,000 | 798 |
Depreciation | 13,955 | 14,248 |
Amortization of Debt Discount | 321,056 | 260 |
Amortization | 252,134 | 181,905 |
Stock option compensation expense | 147,472 | 59,327 |
Impairment of Website Assets | 95,773 | 70,531 |
Common stock issued for services | 73,290 | 51,630 |
Product refund reserve | 14,580 | |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (144,144) | (39,137) |
Inventory | (15,182) | (277,442) |
Prepaid expenses and other current assets | (73,440) | (23,629) |
Other assets | (118,436) | (2,967) |
Accounts payable | 224,478 | 45,959 |
Net cash used in operating activities | (1,860,515) | (1,591,611) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (61,651) | (27,479) |
Purchase of websites | (607,463) | (169,500) |
Net cash used in investing activities | (669,114) | (196,979) |
Cash flows from financing activities: | ||
Sale of common stock | 800,000 | 1,010,001 |
Sale of Preferred stock | 400,000 | |
Proceeds from premium finance loan, net of repayment | 1,237 | 4,540 |
Issuance of note payable | 500,000 | |
Long term Debt - Loan from related parties | 975,000 | 200,000 |
Net cash provided by financing activities | 2,276,237 | 1,614,541 |
Net decrease in cash | (253,392) | (174,049) |
Cash at beginning of period | 416,187 | 590,236 |
Cash at end of period | 162,795 | 416,187 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 30,725 | 2,367 |
Cash paid for income taxes | ||
Non-Cash Investing and financing activities | ||
Premium finance loan payable recorded as prepaid | 84,825 | 87,212 |
Beneficial conversion debt discount to additional paid-in-capital | 621,500 | $ 78,000 |
Note payable issued for purchase of website | 150,000 | |
Discount on note | $ 32,732 | |
Common stock issued for the acquisition | 200,000 | 350,000 |
Fair value of common stock issued for the acquisition | $ 170,000 | $ 262,500 |
Inventory | 58,000 | |
Assumed liabilities | $ 40,000 | |
Common stock issued to due Series A, Series B, and Series C stockholders | 809,472 | 289,425 |
Conversion of stock shares issued of its Series A, Series B, Series C, and Series D Common Stock | 5,100,000 | |
Conversion of stock shares issued of its Series A, Series B, Series C, and Series D preferred stock | 5,100,000 | |
Shares issued on conversion of convertible notes | 1,207,200 | |
Shares issued on conversion of convertible notes, value | $ 600,000 | |
Conversion of interest due | $ 3,600 | |
Shares of common stock retired | 360,000 | |
Cost of shares retired | $ 2,501 | |
Common shares issued to stockholder | 289,425 | |
Fair market value of common shares issued to stockholder | $ 217,069 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations Bright Mountain Media, Inc., formerly known as Bright Mountain Acquisition Corporation, is a Florida corporation formed on May 20, 2010. Its wholly owned subsidiaries, Bright Mountain LLC, and The Bright Insurance Agency, LLC, were formed as Florida limited liability companies in May 2011. Its wholly owned subsidiary, Bright Watches, LLC was formed as Florida limited liability company in December 2015. When used herein, the terms "BMTM," the "Company," "we," "us," "our" or "Bright Mountain" refers to Bright Mountain Media, Inc. and its subsidiaries. The Company is a media holding company of online assets. We sell various products through our proprietary websites and retail location, and through third party e-commerce distributor portals. Our websites provide content designed to attract and retain targeted Internet audiences. We generate revenues from two segments, product sales and services. Services consists of advertising revenue and subscription revenue. Our advertising revenue is generated primarily through the display of paid listings as well as display advertisements appearing on our websites. On December 16, 2016, with an effective date of December 15, 2016, under the terms of an Asset Purchase Agreement, the Company acquired the assets, constituting the Black Helmet Apparel business (“Black Helmet”), from Sostre Enterprises, Inc. Assets acquired included various website properties and content, social media content, inventory and other intellectual property rights. The Black Helmet line of apparel features clothing and accessories focused on firefighters. Consideration for the acquisition of Black Helmet consisted of $250,000 in cash, 200,000 shares of common stock valued at $170,000, the forgiveness of working capital advances of $200,000 and assumption of $40,000 in liabilities. The Company obtained approximately 21% of its 2016 revenues from services Google AdSense, a third-party provider. Paid listings are priced on a price per click basis and when a user submits a search query and then clicks on a Google AdSense paid listing displayed in response to the query, Google bills the advertiser that purchased the paid listing directly and shares a portion of the fee charged to the advertiser with the Company. The Company's remaining 79% of revenues from services was from other third-party providers, direct advertising, and subscriptions. Bright Mountain plans to grow its business through organic growth and acquisitions. The Bright Mountain strategy is to concentrate its marketing and development primarily to military and public safety audiences and associated demographic. Our websites contain a number of sections with demographically oriented information including originally written news content, blogs, forums, career information, and video. Principles of Consolidation The consolidated financial statements include the accounts of BMTM and its wholly owned subsidiaries, Bright Mountain LLC, The Bright Insurance Agency, LLC and Bright Watches, LLC. All significant intercompany transactions and balances have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue on our products in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-10 , "Revenue Recognition in Financial Statements" · Sale of merchandise directly to consumers: The Company's product sales are recognized either FOB shipping point or FOB destination, dependent on the customer. Revenues are therefore recognized at point of ownership transfer; · Advertising revenue is received directly form companies who pay the Company a monthly fee for advertising space; · Advertising revenues are generated by users "clicking" on website advertisements utilizing several ad network partners: Revenues are recognized, on a net basis, upon receipt of payment by the ad network partner since the revenue is not determinable until it is received; and · Subscription revenues are generated by the sale of access to career postings or period subscription on one of our websites. The term of the subscriptions range from one month to twelve months. Revenues are recognized, on a net basis, over the term of the subscription period. All sales are final per the subscription Terms of Use. The Company follows the guidance of ASC 605-50-25, " Revenue Recognition, Customer Payments Use of Estimates Our consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"). These accounting principles require management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying consolidated financial statements include revenue recognition, the fair value of acquired assets for purchase price allocation in business combinations, valuation of inventory, valuation of intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for fixed assets, valuation of equity based transactions, and the valuation allowance on deferred tax assets. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Fair Value of Financial Instruments and Fair Value Measurements The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Inventories Inventories are stated at the lower of cost or market using the first in, first out (FIFO) method. Provisions have been made to reduce excess or obsolete inventories to their net realizable value. Cost of Sales Components of costs of sales include product costs, shipping costs to customers and any inventory adjustments. Shipping and Handling Costs The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues. Sales Return Reserve Policy Our return policy generally allows our end users to return purchased products for refund or in exchange for new products. We estimate a reserve for sales returns and record that reserve amount as a reduction of sales and as a sales return reserve liability. Sales to consumers on our web site generally may be returned within a reasonable period of time. Product Warranty Reserve Policy The Company is a retail distributor of products and warranties are the responsibility of the manufacturer. Therefore, the Company does not record a reserve for product warranty. Property and Equipment Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of seven years for office furniture and equipment, and five years for computer equipment. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold of $500 are expensed as incurred. Website Development Costs The Company accounts for its website development costs in accordance with ASC 350-50, "Website Development Costs" ASC 350-50 requires the expensing of all costs of the preliminary project stage and the training and application maintenance stage and the capitalization of all internal or external direct costs incurred during the application and infrastructure development stage. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of five years. As of December 31, 2016 and 2015, all website development costs have been expensed. Amortization and Impairment of Long-Lived Assets Amortization and impairment of long-lived assets are non-cash expenses relating primarily to website acquisitions. The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets" Stock-Based Compensation The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC Topic 505-50, "Equity-Based Payments to Non-Employees". Advertising, Marketing and Promotion Costs Advertising, marketing and promotion expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying consolidated statement of operations. For the years ended December 31, 2016 and 2015, advertising, marketing and promotion expense was $35,387 and $29,563, respectively. Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. As of December 31, 2016, tax years 2016, 2015, and 2014 remain open for Internal Revenue Service ("IRS") audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. Concentrations The Company purchases a substantial amount of its products from two vendors; Citizens Watch Company of America, Inc., and Bulova Corporation. During 2016, these two vendors accounted for 38% and 17%, respectively of total products purchased as compared to 34% and 26% in 2015. Although we continue to add additional product vendors, and expand our product lines and vendor relationships, due to the high concentration and reliance on these two vendors, the loss of one of these two vendors could adversely affect the Company's operations. The Company generates revenues from two segments: product sales and services. We sell many products through various distribution portals, which include Amazon and eBay. During 2016, these two portals accounted for 65% and 10%, respectively of our total product sales as compared to 88% and 6% in 2015. Due to high concentration and reliance on these portals, the loss of a working relationship with either of these two portals could adversely affect the Company's operations. A substantial amount of payments for our products sold are processed through PayPal. A disruption in PayPal payment processing could have an adverse effect on the Company's operations and cash flow. Credit Risk The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the FDIC insured limit of $250,000 are at risk. At December 31, 2016 and December 31, 2015, respectively, the Company had cash balances above the FDIC insured limit of approximately $0 and $166,187 respectively. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. Concentration of Funding During the years ended December 31, 2016 and 2015 a large portion of the Company's funding was provided through the issuance of 12% convertible notes and the sale of shares of the Company's common stock and preferred stock to a related party officer and director, as well as to a principal shareholder. Basic and Diluted Net Earnings (Loss) Per Common Share In accordance with ASC 260-10 , "Earnings Per Share", Segment Information In accordance with the provisions of ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information", Recent Accounting Pronouncements In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers Revenue Recognition – Construction-Type and Production-Type Contracts We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In June 2014, the FASB issued ASU 2014-12, " Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements - Going Concern In July 2015, FASB issued ASU No. 2015-11 , “Inventory (Topic 330): Simplifying the Measurement of Inventory . We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In February 2016, the FASB issued ASU 2016-02 “ Leases In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU 2016–10 “Revenue from Contract with Customers (Topic 606): Identifying Performance Obligations and Licensing.” In April 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained a net loss of $2,667,051 and used cash in operating activities of $1,860,515 for the year ended December 31, 2016. The Company had an accumulated deficit of $8,824,806 at December 31, 2016. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from related parties to sustain its current level of operations. Management plans to continue raising additional capital through private placements and is exploring additional avenues for future fund-raising through both public and private sources. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS On January 2, 2015, the Company entered into a Website Asset Purchase Agreement with an unrelated third party. As consideration for the purchase, the Company paid $50,000 in cash and issued 250,000 shares of its common stock with a fair value of $187,500. In conjunction with the Website Asset Purchase Agreement, the Company also entered into a Website Management Agreement. Under the terms of the Website Management Agreement, which expires on December 31, 2017, the Company agreed to pay $30,000 per year for full-time services in managing the website. The acquisition was accounted following ASC 805 “Business Combinations.” On February 17, 2015, the Company entered into a Website Asset Purchase Agreement with an unrelated third party for an aggregate purchase price of $102,000. The purchase price consisted of a cash payment of $27,000, payable at a rate of $1,500 per month beginning on the closing date, and 100,000 shares of the Company’s common stock with a fair value of $75,000. The asset acquisition was accounted for as a purchase of assets in accordance with Rule 11-01 (d) of Regulation S-X and ASC 805-10-55-4. There were no costs of acquisition incurred as a result of the asset purchase. On April 14, 2015, the Company entered into a Website Asset Purchase Agreement with an unrelated third party for a purchase price of $50,000 in cash. The acquisition was accounted for following ASC 805 "Business Combinations." On June 1, 2015, the Company entered into a Website Asset Purchase Agreement with an unrelated third party for a purchase price of $50,000 in cash. The asset acquisition was accounted for as a purchase of assets in accordance with Rule 11-01 (d) of Regulation S-X and ASC 805-10-55-4. There were no costs of acquisition incurred as a result of the asset purchase. On January 2, 2016, the Company closed the acquisition of warisboring.com pursuant to the terms and conditions of the Website Asset Purchase Agreement dated December 4, 2015 for an aggregate purchase price of $250,000. The purchase price consisted of a cash payment of $100,000 at the January 4, 2016 closing and the balance of $150,000, payable monthly in an amount equal to 30% of the net revenues from the website, when collected, with the total amount of the earn out to be paid by January 4, 2019. The Company recorded the future monthly payments totaling $150,000 at a present value of $117,268, net of discount of $32,732. The present value was calculated at a discount rate of 12% (which is the Company’s most recent borrowing rate) using the estimated future revenues from the website to estimate the payment dates. The estimated future revenues from the website were based on the average historical monthly revenues from the website prior to the Company’s acquisition. During 2016, the Company amortized $10,911 of this discount. The acquisition was accounted following ASC 805 “ Business Combinations Customer and related relationships $ 39,578 Website 177,690 Total $ 217,268 The above estimated fair value of the intangible assets are based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the asset acquired, with the corresponding offset to website. After the preliminary purchase price allocation period, we record adjustments to assets acquired subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. On February 2, 2016, the Company entered into a Website Asset Purchase Agreement with unrelated third parties for a purchase price of $15,000 in cash. The acquisition was accounted for following ASC 805 "Business Combinations." On December 16, 2016, with an effective date of December 15, 2016 under the terms of the Asset Purchase Agreement, we acquired the assets constituting the Black Helmet apparel business from Sostre Enterprises, Inc., including various website properties and content, social media content, inventory and other intellectual property rights. The consideration for the acquisition consisted of $250,000 in cash, 200,000 shares of our common stock valued at $170,000, the assumption of $40,000 in liabilities and the forgiveness of working capital advances we had previously made to the seller totaling $200,000. A summary of assets acquired is as follows: Inventory $ 58,000 Intangibles – website 80,000 Intangibles – trade name 150,000 Intangibles – customer relationships 252,000 Intangibles – non compete agreements 120,000 Total assets acquired $ 660,000 Pro forma results The following table sets forth the unaudited pro forma results of the Company as if the acquisition of the Warisboring.com website and the assets constituting the Black Helmet apparel business had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the assets been acquired as of the first day of the periods presented. Year ended December 31, 2016 2015 Total revenue $ 3,064,423 $ 3,189,217 Total expenses 6,048,465 5,194,111 Net loss attributable to common shareholders $ (3,264,724 ) $ (2,343,578 ) Basic and diluted net loss per share $ (0.08 ) $ (0.07 ) At December 31, 2016 and December 31, 2015, website acquisition assets consisted of the following: December 31, 2016 2015 Website Acquisition Assets $ 1,739,179 $ 1,054,444 Less: Accumulated Amortization (581,045 ) (328,911 ) Less: Impairment Loss (191,020 ) (95,247 ) Website Acquisition Assets, net $ 967,114 $ 630,286 Non-cash amortization expense for the years ending December 31, 2016 and 2015 was $252,134 and $181,905 respectively. Non-cash impairment expense for the years ending December 31, 2016 and 2015 was $95,773 and $70,531 respectively. In connection with the acquisition of the Black Helmet apparel business, the Company recognized $150,000 attributable to tradenames acquired. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES At December 31, 2016 and December 31, 2015 inventories consisted of the following: December 31, 2016 2015 Product Inventory: Clocks and Watches $ 982,283 $ 1,017,220 Product Inventory: Other Inventory 144,789 36,670 Total Inventory Balance $ 1,127,072 $ 1,053,890 |
PREPAID COSTS AND EXPENSES
PREPAID COSTS AND EXPENSES | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID COSTS AND EXPENSES | NOTE 5 – PREPAID COSTS AND EXPENSES At December 31, 2016 and December 31, 2015, prepaid expenses and other current assets consisted of the following: December 31, 2016 2015 Other Current Assets $ — $ 14,500 Prepaid Rent 46,523 — Prepaid Insurance 84,825 87,212 Prepaid Inventory 1,602 8,215 Prepaid Expenses and Other Current Assets $ 132,950 $ 109,927 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT At December 31, 2016 and December 31, 2015, property and equipment consisted of the following: December 31, Depreciable Life 2016 2015 (Years) Furniture and Fixtures $ 70,108 $ 49,088 7 Computer Equipment 56,142 50,522 5 Leasehold Improvements 35,011 — 10 Total Fixed Assets 161,261 99,610 Less: Accumulated Depreciation (62,260 ) (48,305 ) Total Fixed Assets, net $ 99,001 $ 51,305 Non-cash depreciation expense for the years ending December 31, 2016 and 2015 was $13,955 and $14,248 respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 7 – SEGMENT INFORMATION The Company has two identifiable segments as of December 31, 2016; products and services. The products segment sells merchandise directly to customers thorough e-commerce distributor portals such as Amazon and eBay and through our proprietary websites and retail location. The services segment is focused on producing advertising revenue generated by users "clicking" on website advertisements utilizing several ad network partners and direct advertisers and subscription revenue generated by the sale of access to career postings on one of our websites. The following information represents segment activity for the year ended December 31, 2016: For the year ended December 31, 2016 Products Services Total Revenues $ 1,499,010 $ 434,775 $ 1,933,785 Website Amortization $ — $ 252,134 $ 252,134 Depreciation $ 10,817 $ 3,138 $ 13,955 Impairment $ — $ 95,773 $ 95,773 Loss from operations $ (1,526,442 ) $ (766,940 ) $ (2,293,382 ) Segment Assets $ 1,648,690 $ 1,331,655 $ 2,980,345 The following information represents segment activity for the year ended December 31, 2015: For the year ended December 31, 2015 Products Services Total Revenues $ 1,408,481 $ 283,598 $ 1,692,079 Website Amortization $ — $ 181,905 $ 181,905 Depreciation $ 11,860 $ 2,388 $ 14,248 Impairment $ — $ 70,531 $ 70,531 Loss from operations $ (1,181,233 ) $ (491,861 ) $ (1,673,094 ) Segment Assets $ 1,582,563 $ 737,028 $ 2,319,591 |
LONG TERM DEBT TO RELATED PARTI
LONG TERM DEBT TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
LONG TERM DEBT TO RELATED PARTIES | NOTE 8 – LONG TERM DEBT TO RELATED PARTIES Beneficial Conversion Feature On February 9, 2016, the Company issued a $100,000 12% convertible note that had conversion prices that create a beneficial conversion. This note matured on February 9, 2021. This note was convertible at the option of the holders into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. In August 2016, the notes were converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016, the Company recognized a debt discount of $39,000 with the unamortized balance being charged to interest expense upon conversion. On May 19, 2016, the Company issued a $100,000 12% convertible note that had conversion prices that create a beneficial conversion. This note matured on May 19, 2021. This note was convertible at the option of the holders into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. In August 2016, the notes were converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016, the Company recognized a debt discount of $50,000 with the unamortized balance being charged to interest expense upon conversion. On June 10, 2016, the Company issued a $50,000 12% convertible note that had conversion prices that create a beneficial conversion. This note matured on June 10, 2021. This note was convertible at the option of the holders into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. In August 2016, the notes were converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016, the Company recognized a debt discount of $25,000 with the unamortized balance being charged to interest expense upon conversion. On June 25, 2016, the Company issued a $50,000 12% convertible note that had conversion prices that create a beneficial conversion. This note matured on June 25, 2021. This note was convertible at the option of the holders into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. In August 2016, the notes were converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016, the Company recognized a debt discount of $35,000 with the unamortized balance being charged to interest expense upon conversion. On July 7, 2016, the Company issued a $50,000 12% convertible promissory note that had conversion prices that create a beneficial conversion. This note matured on July 7, 2021. This note was convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion features is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest over the five-year life of the note using the effective interest method. In August 2016, the note was converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016 the Company recognized a debt discount of $35,000 with the unamortized balance being charged to interest expense upon conversion. On July 25, 2016, the Company issued a $50,000 12% convertible promissory note that had conversion prices that create a beneficial conversion. This note matured on July 25, 2021. This note was convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion features is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest over the five-year life of the note using the effective interest method. In August 2016, the note was converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016 the Company recognized a debt discount of $35,000 with the unamortized balance being charged to interest expense upon conversion. In August 2015, the Company issued 1,207,200 shares of common stock upon the conversion at $0.50 per share of $600,000 in convertible notes payable and $3,600 of accrued interest. Following the conversion of outstanding notes in August 2016, the Company issued a series of 12% convertible promissory notes that have conversion prices that create a beneficial conversion. This note mature five years from issuance and are convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion features is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest over the five-year life of the note using the effective interest method. Issuance Date Maturity Date Principal Discount Recognized Amortization Expense 2016 Carry Amount at December 31, 2016 9/26/16 9/26/21 $ 100,000 $ 70,000 $ 3,692 $ 33,692 10/14/16 10/14/21 100,000 70,000 3,024 33,024 10/31/16 10/31/21 100,000 70,000 2,372 32,372 11/03/16 11/03/21 50,000 35,000 1,120 16,120 11/11/16 11/11/21 100,000 70,000 1,934 31,934 11/21/16 11/21/21 50,000 35,000 775 15,775 12/15/16 12/15/21 75,000 52,500 488 22,988 $ 575,000 $ 402,500 $ 13,405 $ 185,905 On December 22 and 29, 2015, the Company issued $100,000 and $100,000, respectively, of 12% convertible notes that had conversion prices that create a beneficial conversion. The notes matured December 22 and 29, 2020, respectively. These notes were convertible at the option of the holders into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The Company recognized $39,000 and $39,000 of debt discount, respectively. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. As of December 31, 2015 the carrying amount was $122,260. During the year ended December 31, 2016 the Company amortized a total of $77,740 upon conversion in August 2016, and $260 in 2015, respectively. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
NOTE PAYABLE | NOTE 9 – NOTE PAYABLE On November 30, 2016, the Company entered into a promissory note agreement with an unaffiliated party in the principal amount of $500,000. The note is unsecured, carries an interest rate of 25% per annum payable in arrears at maturity. The note matures November 30, 2017 and may be prepaid at any time without notice or prepayment penalty. In the event of default of any loan provision, the lender can declare all or any portion of the unpaid principal and interest immediately due and payable. Maturities of Long-Term Obligations for Five Years and Beyond The minimum annual principal payments of long-term debt to related parties and notes payable at December 31, 2016 were: 2017 $ 500,000 2018 — 2019 — 2020 and thereafter 575,000 Total minimum principal payments $ 1,075,000 |
PREMIUM FINANCE LOANS PAYABLE
PREMIUM FINANCE LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
PREMIUM FINANCE LOANS PAYABLE | NOTE 10 –PREMIUM FINANCE LOANS PAYABLE Premium Finance Loan Payable The Company generally finances its annual insurance premiums through the use of short-term notes, payable in 10 equal monthly installments. Coverages financed include Directors and Officers and Errors and Omissions with premiums financed in 2016 of $60,943 and $24,747, respectively. Total Premium Finance Loan Payable balance for all of the Company's policies was $53,643 at December 31, 2016 and $52,406 at December 31, 2015. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Leases The Company leases its corporate offices at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 under a long-term non-cancellable lease agreement, which contains renewal options. The lease, which was entered into on August 25, 2014 was amended on July 30, 2015 to increase the original approximate 2,014 square feet to approximately 4,450 square feet. The term of the lease was extended and will terminate on March 14, 2019 at a current base rent of for a term of approximately $8,978 per month for the first twelve months with a 3% escalation each year. An additional security deposit of $2,500 was required. Rent is all-inclusive and includes electricity, heat, air-conditioning, and water. The original rent commencement date is October 11, 2014 and will expire on March 14, 2019. The Company leases retail space for its product sales division at 4900 Linton Boulevard, Bay 17A, Delray Beach, FL 33445 under a long-term, non-cancellable lease agreement, which contains renewal options. The lease, which was entered into on August 25, 2014, is for approximately 2,150 square feet for a term of 36 months in Delray Beach, Florida at a base rent of approximately $2,329 per month for the first twelve months with a 3% escalation each year. A security deposit of $3,865, first month's prepaid rent of $3,865, and last month's prepaid rent of $4,015 was paid upon lease execution. The lease is a triple net lease. Common area maintenance is approximately $1,317 per month for the first twelve months with annual escalations not to exceed 4%. The rent commencement date is October 1, 2014 and was initially set to expire on September 30, 2017. In January 2017, this lease was modified and extended concurrent with the expansion of our retail space in the same location. In January 2017, the Company entered into an additional lease and modified and extended our existing lease for our retail site. The new lease agreement provides for an additional 2,720 square feet adjacent to our existing Delray Beach FL location commencing February 1, 2017, expiring January 31, 2022. This lease provides for an initial monthly base rental of $1,757, representing a one-half reduction in rental payments for the first year as an accommodation. Minimum base rental for year two is $3,513 per month, escalating 3% per year thereafter. The Company also provided a $10,000 security deposit and prepaid $96,940 in future rents on the facility through the funding of certain leasehold improvements. Simultaneously, the Company modified our existing lease on the initial space, extending this lease to coincide with the new space, expiring January 31, 2022, at an initial base rental of $2,471 per month, escalating 3% per year thereafter. On December 16, 2016, with an effective date of December 15, 2016 under the terms of the Asset Purchase Agreement, we acquired the assets constituting the Black Helmet apparel business including various website properties and content, social media content, inventory and other intellectual property rights. (See Note 3) We also acquired the right to assume the lease of their warehouse facility consisting of approximately 2,667 square feet. The lease was renewed for a three year term in April 2016 with an initial base rental rate of $1,641 per month, escalating at approximately 3% per year thereafter. Future minimum lease commitments due for facilities under non-cancellable operating leases at December 31, 2016 are as follows: Operating Leases 2017 $ 190,372 2018 211,726 2019 101,157 2020 and thereafter 165,659 Total minimum lease payments $ 668,914 Rent expense for the years ended December 31, 2016 and 2015 was $177,150 and $120,162 respectively. Legal From time-to-time, we may be involved in litigation or be subject to claims arising out of our operations or content appearing on our websites in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on our company because of defense and settlement costs, diversion of management resources and other factors. Other Commitments The Company entered into various contracts or agreements in the normal course of business, which may contain commitments. During the years ended December 31, 2016 and 2015, the Company entered into agreements with third party vendors to supply website content and data, website software development, advertising, public relations, and legal services. All of these commitments contain provisions whereby either party may terminate the agreement with specified notice, normally 30 days, and with no further obligation on the part of either party. During the years ended December 31, 2016 and 2015, the Company entered into agreements with third parties related to websites acquired during the respective periods as further discussed in Note 3. In connection with the two acquisitions made in 2016, the Company entered into a management agreement associated with the WarIsBoring website at $5,000 per month through November 18, 2018, and two service agreements in connection the Black Helmet Apparel acquisition at $6,250 per month, each, through December 15, 2019, plus the ability to earn bonuses ranging from $50,000 for the year ending December 31, 2017 to $100,000 for the year ending December 31, 2019 each based upon the satisfaction of certain revenue and gross margin targets. Future contingent milestone payments under the acquisitions made in 2015 totaled approximately $40,000 and $40,000 for 2016 and 2015, respectively. Total payments for the years ended December 31, 2016 and 2015 was $120,250 and $164,550 respectively. Contractual commitments remaining under various acquisition related agreements total: $245,000 in 2017; $205,000 in 2018; $144,000 in 2019 and $0 for 2020 and 2021, respectively. The Company entered into an Executive Employment Agreement with our Chief Executive Officer, with an effective date of June 1, 2014. Under the terms of this agreement, the Company will compensate the Chief Executive Officer with a base salary of $75,000 annually, and he is entitled to receive discretionary bonuses as may be awarded by the Company's board of directors from time to time. The initial term of the agreement is three years, and the Company may extend it for an additional one-year period upon written notice at least 180 days prior to the expiration of the term. The Chief Executive Officer's base annual salary was increased to $77,500 in January, 2015, $96,000 in July 2015, and to $125,000 effective October 1, 2015 upon recommendation of the Compensation Committee of the board of directors. In May 2016 the Chief Executive Officer orally agreed to a reduction in his base salary to $95,000 per annum. The agreement will terminate upon the Chief Executive Officer's death or disability. In the event of a termination upon his death, the Company is obligated to pay his beneficiary or estate an amount equal to one year base salary plus any earned bonus at the time of his death. In the event the agreement is terminated as a result of his disability, as defined in the agreement, he is entitled to continue to receive his base salary for a period of one year. The Company is also entitled to terminate the agreement either with or without case, and the Chief Executive Officer is entitled to voluntarily terminate the agreement upon one year's notice to the Company. In the event of a termination by the Company for cause, as defined in the agreement, or voluntarily by the Chief Executive Officer, the Company is obligated to pay him the base salary through the date of termination. In the event the Company terminates the agreement without cause, the Company is obligated to give him one years' notice of the Company's intent to terminate and, at the end of the one year period, pay an amount equal to two times his annual base salary together with any bonuses which may have been earned as of the date of termination. A constructive termination of the agreement will also occur if the Company materially breaches any term of the agreement or if a successor company to Bright Mountain Acquisition Corporation fails to assume the Company's obligations under the employment agreement. In that event, the Chief Executive Officer will be entitled to the same compensation as if the Company terminated the agreement without cause. The employment agreement contains customary non-compete and confidentiality provisions. The Company also agreed to indemnify the Chief Executive Officer pursuant to the provisions of the Company's Amended and Restated Articles of Incorporation and Amended and Restated By-laws. |
STOCK COMPENSATION
STOCK COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK COMPENSATION | NOTE 12 – STOCK COMPENSATION The Company accounts for stock option compensation issued to employees for services in accordance with ASC Topic 718, “Compensation – Stock Compensation”. Equity-Based Payments to Non-Employees. Stock options issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option, whichever is more reliably measurable in accordance with FASB ASC 505, Equity, , On April 20, 2011, the Company's board of directors and majority stockholder adopted the 2011 Stock Option Plan (the "2011 Plan"), to be effective on January 3, 2011. The purpose of the 2011 Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2011 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. The Company has reserved for issuance an aggregate of 900,000 shares of common stock under the 2011 Plan. The maximum aggregate number of shares of Company stock that shall be subject to Grants made under the Plan to any individual during any calendar year shall be 180,000 shares. The Company's board of directors will administer the 2011 Plan until such time as such authority has been delegated to a committee of the board of directors. The material terms of each option granted pursuant to the 2011 Plan by the Company shall contain the following terms: (i) that the purchase price of each share purchasable under an incentive option shall be determined by the Committee at the time of grant, (ii) the term of each option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date such option is granted and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the Plan, as may be determined by the Committee and specified in the Grant Instrument. As of December 31, 2016, 27,000 shares were remaining under the 2011 Plan for future issuance. On April 1, 2013, the Company's board of directors and majority stockholder adopted the 2013 Stock Option Plan (the "2013 Plan"), to be effective on April 1, 2013. The purpose of the 2013 Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2013 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. The Company has reserved for issuance an aggregate of 900,000 shares of common stock under the 2013 Plan. The maximum aggregate number of shares of Company stock that shall be subject to grants made under the 2013 Plan to any individual during any calendar year shall be 180,000 shares. The Company's board of directors will administer the 2013 Plan until such time as such authority has been delegated to a committee of the board of directors. The material terms of each option granted pursuant to the 2013 Plan by the Company shall contain the following terms: (i) that the purchase price of each share purchasable under an incentive option shall be determined by the Committee at the time of grant, (ii) the term of each option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date such option is granted and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the 2013 Plan, as may be determined by the Committee and specified in the grant instrument. As of December 31, 2016, 132,000 shares were remaining under the 2013 Plan for future issuance. On May 22, 2015, the Company's board of directors and majority stockholder adopted the 2015 Stock Option Plan (the "2015 Plan"), to be effective on May 22, 2015. The purpose of the 2015 Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2015 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. The Company has reserved for issuance an aggregate of 1,000,000 shares of common stock under the 2015 Plan. The maximum aggregate number of shares of Company stock that shall be subject to grants made under the 2015 Plan to any individual during any calendar year shall be 100,000 shares. The Company's board of directors will administer the 2015 Plan until such time as such authority has been delegated to a committee of the board of directors. The material terms of each option granted pursuant to the 2015 Plan by the Company shall contain the following terms: (i) that the purchase price of each share purchasable under an incentive option shall be determined by the Committee at the time of grant, (ii) the term of each option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date such option is granted and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the 2015 Plan, as may be determined by the Committee and specified in the grant instrument. As of December 31, 2016, 385,000 shares were remaining under the 2015 Plan for future issuance. On March 23, 2015 the Company granted 40,000 ten-year stock options, which have an exercise price of $0.75 per share and cliff vest annually over four years starting in March 2016 to a director. The aggregate fair value of these options was computed at $17,224 or $0.4306 per option. On October 27, 2015 the Company granted 60,000 ten-year stock options, which have an exercise price of $0.65 per share and cliff vest annually over four years starting October 2016 to a director. The aggregate fair value of these options was computed at $22,392 or $0.3732 per option. On October 27, 2015 the Company granted 100,000 ten-year stock options, which have an exercise price of $0.65 per share and cliff vest annually over four years starting October 2016 to an executive officer and director. The aggregate fair value of these options was computed at $37,318 or $0.3732 per option. On March 22, 2016 the Company granted 100,000 ten-year stock options, which have an exercise price of $0.695 per share to an executive officer and director. The aggregate fair value of these options was computed at $39,901 or $0.3990 per option. On March 22, 2016 the Company granted 46,000 ten-year stock options, which have an exercise price of $0.695 per share to a director. The aggregate fair value of these options was computed at $18,354 or $0.3990 per option. On July 12, 2016, the Company granted 360,000 ten-year stock options, to five employees including one officer, which have an exercise price of $0.85 per share. The aggregate fair value of these options was $179,640 or $0.499 per option. On August 16, 2016, the Company granted 60,000 ten-year stock options to a director of the Company. The options granted have an exercise price of $0.85 per share. The aggregate fair value of these options was $29,940 or $0.499 per share. On December 16, 2016, the Company granted 14,000 ten year stock options to four directors for board participation. The options granted have an exercise price of $0.85 per share. The aggregate fair value of these options was $6,202 or $0.443 per share. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors, which is subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted during the years ended December 31, 2016 and 2015: Assumptions: 2016 2015 Expected term (years) 6.25 6.8 Expected volatility 63 % 63 % Risk-free interest rate 0.01% - 2.07 % 0.01% - 2.07 % Dividend yield 0 % 0 % Expected forfeiture rate 0 % 0 % The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on an average of similar public companies historical volatility, as the Company's common stock is quoted in the over the counter market on the OTCQB Tier of the OTC Markets, Inc. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. The Company recorded $147,472 and $59,327 of stock option expense for the year ended December 31, 2016 and December 31, 2015 respectively. The non-cash stock option expense for years ended December 31, 2016 and 2015 have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements. As of December 31, 2016 there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $228,167 to be recognized through December 2020. The grant date weighted average for fair values of options granted in 2016 is $ 0.41 per option. A summary of the Company's stock option activity during the years ended December 31, 2016 and 2015 is presented below: Number of Options Weighted Exercise Price Weighted Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2014 1,565,000 $ 0.30 7.5 349,983 Granted 200,000 0.67 — — Exercised (64,000 ) 0.50 — — Forfeited - 0.50 — — Expired — — — — Balance Outstanding, December 31, 2015 1,701,000 0.34 6.8 337,984 Granted 580,000 0.81 — — Exercised - — — — Forfeited - — — — Expired — — — — Balance Outstanding, December 31, 2016 2,281,000 $ 0.47 6.8 $ 795,185 Exercisable at December 31, 2016 1,476,000 $ 0.31 5.6 $ 865,635 Summarized information with respect to options outstanding under the two option plans at December 31, 2016 is as follows: Options Outstanding Options Exercisable Range or Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price 0.14 - 0.24 720,000 1.3 $ 0.14 720,000 $ 0.14 0.25 - 0.49 351,000 .9 $ 0.28 306,000 $ 0.286 0.50 - 0.85 1,210,000 4.7 $ 0.70 450,000 $ 0.61 2,281,000 6.9 $ 0.47 1,476,000 $ 0.31 Summarized information with respect to options outstanding under the three option plans at December 31, 2015 is as follows: Options Outstanding Options Exercisable Range or Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price 0.14 - 0.24 720,000 2.1 $ 0.06 720,000 $ 0.09 0.25 - 0.49 351,000 1.5 $ 0.05 207,000 $ 0.05 0.50 - 0.78 630,000 3.2 $ 0.23 187,500 $ 0.09 1,701,000 6.8 $ 0.34 1,114,500 $ 0.23 |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
PREFERRED STOCK | NOTE 13 – PREFERRED STOCK The Company authorized 20,000,000 shares of preferred stock with a par value of $0.01. At a meeting of the board of directors, held on November 1, 2013, the directors approved the designation of 2,000,000 shares of the Preferred Stock as 10% Series A Convertible Preferred Stock (“Series A Stock”) and authorized the issuance of the Series A Stock. Holders of the Series A Stock are entitled to the payment of a 10% dividend payable on preferred shares outstanding in shares of the Corporation’s common stock at a rate of one share of Common Stock for each ten shares of Series A Stock. Dividends shall be payable annually the tenth business day of January. Each holder of Series A Stock may convert all or part of the Series A Stock into shares of common stock on a share for share basis, subject to proportional adjustment in the event of stock splits, dividends or similar corporate events. Series A Stock shall rank superior to all other classes of stock upon liquidation. Each share of Series A Stock automatically converts to common shares five years from the date of issuance or upon a change in control. On the tenth business day of January 2016 there were 181,699 shares of common stock dividends owed and payable to the Series A Stockholders of record as dividends on the Series A Stock. On January 10, 2016, the Company issued 181,699 shares of common stock due Series A Stockholders. On August 18, 2016, Series A Stockholders converted 1,800,000 Series A preferred shares into 1,800,000 common shares, leaving 100,000 Series A Stock outstanding. In addition, in 2016 the Company issued 108,675 common shares representing accrued dividends with a fair value of $92,373 through the date of conversion. As of December 31, 2016, there were 10,000 shares of common stock dividends accrued but not earned until the tenth business day of January 2017 to the Series A Stockholders as dividends on the Series A Stock. At a meeting of the board of directors, held on December 23, 2013, the directors approved the designation of 1,000,000 shares of the Preferred Stock as 10% Series B Convertible Preferred Stock (“Series B Stock”) and authorized the issuance of the Series B Stock. Holders of the Series B Stock were entitled to the payment of a 10% dividend payable on preferred shares outstanding in shares of the Corporation’s common stock at a rate of one share of common stock for each ten shares of Series B Stock. Dividends were payable annually the tenth business day of January. Each holder of Series B Stock was entitled to convert all or part of the Series B Stock into shares of common stock on a share for share basis. On the tenth business day of January 2016 there were 100,000 shares of common stock owed and payable to the Series B Stockholders as dividends on the Series B Stock. On January 10, 2016, the Company issued 100,000 shares of common stock due Series B Stockholder. On August 18, 2016, the Series B Stockholders converted all 1,000,000 shares into 1,000,000 common shares. In addition, in 2016 the Company issued 60,375 common shares representing accrued dividends with a fair value of $51,319 through the date of conversion. At a meeting of the board of directors, held on September 22, 2014, the directors approved the designation of 2,000,000 shares of the Preferred Stock as 10% Series C Convertible Preferred Stock (“Series C Stock”) and authorized the issuance of the Series C Stock. Holders of the Series C Stock were entitled to the payment of a 10% dividend payable on preferred shares outstanding in shares of the Corporation’s common stock at a rate of one share of common stock for each ten shares of Series C Stock. Dividends were payable annually the tenth business day of January. Each holder of Series C Stock was entitled to convert all or part of the Series C Stock into shares of common stock on a share for share basis. On the tenth business day of January 2016 there were 180,000 shares of common stock owed and payable to the Series C Stockholders as dividends on the Series C Stock. On January 10, 2016, the Company issued 180,000 shares of common stock due Series C Stockholder. On August 18, 2016, the Series C Stockholders converted all 1,800,000 shares into 1,800,000 common shares. In addition, in 2016 the Company issued 108,675 common shares representing accrued dividends with a fair value of $92,373 through the date of conversion. At a meeting of the board of directors, held on March 20, 2015, the directors approved the designation of 2,000,000 shares of the Preferred Stock as 10% Series D Convertible Preferred Stock (“Series D Stock”) and authorized the issuance of the Series D Stock. Holders of the Series D Stock were entitled to the payment of a 10% dividend payable on preferred shares outstanding in shares of the Corporation’s common stock at a rate of one share of common stock for each ten shares of Series D Stock. Dividends shall were payable annually the tenth business day of January. Each holder of Series D Stock was entitled to convert all or part of the Series D Stock into shares of common stock on a share for share basis. Series D Stock shall rank superior to all common stock upon liquidation. Each share of Series D Stock shall automatically convert to common shares five years from the date of issuance or upon a change in control. On the tenth business day of January 2016 there were 39,863 shares of common stock owed and payable to the Series D Stockholders as dividends on the Series D Stock. On January 10, 2016, the Company issued 39,863 shares of common stock due Series D Stockholder. On August 18, 2016, the Series D preferred shareholders converted all 500,000 shares into 500,000 common shares. In addition, the Company issued 30,187 common shares representing accrued dividends with a fair value of $25,659 through the date of conversion. The Company has no present intent to issue any additional shares of any series of the previously designated preferred stock. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 14 – COMMON STOCK A) Stock Issued for cash The Company has authorized 324,000,000 shares of common stock with a par value of $0.01. During the year ended December 31, 2015, the Company issued 54,000 shares of its common stock in connection with the exercise of a stock option granted to a related party Director and received $15,001 based on the exercise price of $0.2778 per common share. During the year ended December 31, 2015 the Company issued 10,000 shares of its common stock in connection with the exercise of a stock option granted to a related party Director and received $5,000 based on the exercise price of $0.50 per share. During the year ended December 31, 2015, the Company raised additional capital through issuance of common stock pursuant to a private placement whereby $990,000 in capital was raised through the issuance of 1,980,000 shares of common stock at $0.50 per share. During the year ended December 31, 2016 the Company raised $800,000 through the sale of 1,600,000 shares of common stock at $0.50 per share. B) Stock issued for services On January 19, 2015, the Company entered into an agreement with an employee, wherein the employee elected to receive 400 shares of the Company common stock at a fair value of $0.75 per share, or $300, in lieu of a bonus. On May 1, 2015, the Company entered into an agreement with an employee, wherein the employee elected to receive 2,000 shares of the Company common stock at a fair value of $0.65 per share, or $1,300, in lieu of a bonus. On May 22, 2015, the Company issued to a law firm 50,000 shares of its common stock at $0.65 per share, or $32,500, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On May 28, 2015, the Company issued to a consultant 5,000 shares of its common stock at $0.65 per share, or $3,250, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On October 15, 2015, the Company issued to a consultant 7,000 shares of its common stock at $0.60 per share, or $4,200, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On November 15, 2015, the Company issued to a consultant 7,000 shares of its common stock at $0.75 per share, or $5,250, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On December 15, 2015, the Company issued to a consultant 7,000 shares of its common stock at $0.69 per share, or $4,830, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On January 15, 2016, the Company issued to a consultant 7,000 shares of its common stock at $0.695 per share, or $4,865, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On February 15, 2016, the Company issued to a consultant 7,000 shares of its common stock at $0.695 per share, or $4,865, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On March 22, 2016, the Company issued to a law firm 50,000 shares of its common stock at $0.695 per share, or $34,750, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On April 15, 2016, the Company issued to a consultant 7,000 shares of its common stock at $0.695 per share, or $4,690, for services rendered. The Company valued these common shares based on the fair value at the date of grant. On May 16, 2016, the Company issued to a consultant 3,600 shares of its common stock at $0.75 per share, or $2,700, for services rendered. The Company valued these common shares based on the fair value at the date of grant. From June 20, 2016 through December 16, 2016 the Company issued in seven equal amounts of 3,600 shares, 25,200 shares to a consultant at $0.85 per share valued at $21,420 or $3,060 per issuance, for services rendered. The Company valued these common shares based on a fair value on the date of grant. C) Retirement of Treasury Shares On December 21, 2015 the Company’s board of directors approved to retire 360,000 treasury shares with a cost of $2,501. D) Stock issued for acquisitions During the year ended December 31, 2015, the Company issued 350,000 shares of its common stock for the acquisition of two websites. The Company valued these common shares at $262,500 or $0.75 per share, based on the fair value on the date of the acquisitions/ On December 15, 2016, the Company issued 200,000 shares of its common stock in connection the acquisition of the Black Helmet Apparel operations from a private company. (See Note 3) The common shares were valued at $170,000 or $0.85 per share, based on the fair value on the date of issuance. E) Stock issued for dividends During the year ended December 31, 2016, the Company issued 809,472 shares of its common stock as dividends to the holders of its Series A, Series B, Series C, and Series D Stock. Included in these issuances were 501,562 common shares issued in January as annual dividends due under the provision of the Series A, B, C and D Stock and 307,910 common shares issued as dividend accrued through August 18, 2016, upon conversion. Holders of the Series A, Series B, Series C, and Series D Stock are entitled to the payment of a 10% dividend payable in shares of the Company’s common stock at a rate of one share of common stock for each ten shares of Series A, Series B, Series C, or Series D Stock payable on the tenth business day of January for the previous year. During the year ended December 31, 2015, the Company issued 289,425 shares of its common stock as dividends to the holders of its Series A Stock, Series B Stock, and Series C Stock only. Holders of the Series A, Series B, Series B and Series D Stock are entitled to the payment of a 10% dividend payable in shares of the Company's common stock at a rate of one share of common stock for each ten shares of Series A, Series B, Series C, or Series D Stock. Dividends shall be payable annually the tenth business day of January. F) Stock issued for conversion of preferred stock In August 2016, the Company issued 5,100,000 shares of its common stock to the holders of its Series A Stock, Series B Stock, Series C Stock and Series D Stock upon the conversion of 5,100,000 shares of its Series A Stock, Series B Stock, Series C Stock and Series D Stock. G) Stock issued for conversion of convertible notes payable and accrued interest In August 2016 the Company issued 1,207,200 shares of common stock upon the conversion, at $0.50 per share, of $600,000 in convertible notes payable with related accrued interest of $3,600 through the date of conversion. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 15 – RELATED PARTIES During the year ended December 31, 2016, a related party, director and founder purchased 1,600,000 shares of the Company’s common stock for $800,000. On February 9, 2016, the Company issued a $100,000 12% convertible note that had conversion prices that create a beneficial conversion. This note matured on February 9, 2021. This note was convertible at the option of the holders into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. In August 2016, the notes were converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016, the Company recognized a debt discount of $39,000 with the unamortized balance being charged to interest expense upon conversion. On May 19, 2016, the Company issued a $100,000 12% convertible note that had conversion prices that create a beneficial conversion. This note matured on May 19, 2021. This note was convertible at the option of the holders into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. In August 2016, the notes were converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016, the Company recognized a debt discount of $50,000 with the unamortized balance being charged to interest expense upon conversion. On June 10, 2016, the Company issued a $50,000 12% convertible note that had conversion prices that create a beneficial conversion. This note matured on June 10, 2021. This note was convertible at the option of the holders into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. In August 2016, the notes were converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016, the Company recognized a debt discount of $25,000 with the unamortized balance being charged to interest expense upon conversion. On June 25, 2016, the Company issued a $50,000 12% convertible note that had conversion prices that create a beneficial conversion. This note matured on June 25, 2021. This note was convertible at the option of the holders into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. In August 2016, the notes were converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016, the Company recognized a debt discount of $35,000 with the unamortized balance being charged to interest expense upon conversion. On July 7, 2016, the Company issued a $50,000 12% convertible promissory note that had conversion prices that create a beneficial conversion. This note matured on July 7, 2021. This note was convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion features is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest over the five-year life of the note using the effective interest method. In August 2016, the note was converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016 the Company recognized a debt discount of $35,000 with the unamortized balance being charged to interest expense upon conversion. On July 25, 2016, the Company issued a $50,000 12% convertible promissory note that had conversion prices that create a beneficial conversion. This note matured on July 25, 2021. This note was convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion features is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest over the five-year life of the note using the effective interest method. In August 2016, the note was converted into common shares at a conversion price of $0.50 per share. Upon conversion, the unamortized debt discount was charged to interest expense. During the year ended December 31, 2016 the Company recognized a debt discount of $35,000 with the unamortized balance being charged to interest expense upon conversion. Following the conversion of outstanding notes in August 2016, the Company issued a series of 12% convertible promissory notes that have conversion prices that create a beneficial conversion. This note mature five years from issuance and are convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion features is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest over the five-year life of the note using the effective interest method. A summary of these note issuances is as follows: Issuance Date Maturity Date Principal Discount Recognized Amortization Expense 2016 Carry Amount at December 31, 2016 9/26/16 9/26/21 $ 100,000 $ 70,000 $ 3,692 $ 33,692 10/14/16 10/14/21 100,000 70,000 3,024 33,024 10/31/16 10/31/21 100,000 70,000 2,372 32,372 11/03/16 11/03/21 50,000 35,000 1,120 16,120 11/11/16 11/11/21 100,000 70,000 1,934 31,934 11/21/16 11/21/21 50,000 35,000 775 15,775 12/15/16 12/15/21 75,000 52,500 488 22,988 $ 575,000 $ 402,500 $ 13,405 $ 185,905 During the year ended December 31, 2015 a related party, director and founder purchased 1,140,000 shares of the Company’s common shares for $570,000. During the year ended December 31, 2015, a related party founder purchased 200,000 shares of the Company’s Series A Stock for $100,000. During the year ended December 31, 2015, a related party purchased 100,000 shares of the Company’s Series A Stock for $50,000. During the year ended December 31, 2015, a related party purchased 500,000 shares of the Company’s Series D Stock for $250,000. During the year ended December 31, 2015 related party Directors purchased 440,000 shares of the Company’s common shares for $220,000. During the year ended December 31, 2015 a related party Director purchased 54,000 shares of the Company’s common shares for $15,001 in connection with the exercise of a stock option granted based on the exercise price of $0.2778 per common share. During the year ended December 31, 2015 a related party Director purchased 10,000 shares of the Company’s common shares for $5,000 in connection with the exercise of a stock option granted based on the exercise price of $0.50 per common share. During the year ended December 31, 2015 the Company issued a convertible note that has a conversion price that creates a beneficial conversion to a related party director and founder. The note issued was for an amount of $100,000 with a maturity date of December 22, 2020 and bears an interest rate of 12% paid monthly in cash on the first day of each month, commencing on January 1, 2016. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature was recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the note using the effective interest method. During 2015, the Company recognized a discount of $39,000 and amortized $38,805 upon conversion in August 2016 and $195 in 2015, respectively, related to this convertible note. During 2016 and 2015, the Company recognized interest expense of $8,500 and $300 related to this convertible note, respectively. During the year ended December 31, 2015 the Company issued a convertible note that has a conversion price that creates a beneficial conversion to a related party. The note issued was for an amount of $100,000 with a maturity date of December 28, 2020 and bears an interest rate of 12% paid monthly in cash on the first day of each month, commencing on January 1, 2016. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature was recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the note using the effective interest method. During 2015, the Company recognized a discount of $39,000 and amortized $38,935 upon conversion in August 2016 and $65 in 2015 related to this convertible note. During 2015, the Company recognized interest expense of $8,500 and $100 related to this convertible note, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 – INCOME TAXES For the years ended December 31, 2016 and 2015 there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances. As of December 31, 2016, the Company has net operating loss carry forwards of approximately $7,219,000. The carryforwards expire in years 2033 through 2036. The Company's net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Company's tax expense differs from the "expected" tax expense for Federal income tax purposes, computed by applying the United States Federal tax rate of 34% to loss before taxes, as follows: The tax effects of the temporary differences between reportable financial statement income (loss) and taxable income (loss) are recognized as deferred tax assets and liabilities. Year Ended December 31, 2016 2015 Tax expense (benefit) at the statutory rate $ (906,797 ) $ (568,852 ) State income taxes, net of federal income tax benefit (96,813 ) (60,733 ) Non-deductible expenses 229,241 2,135 Change in valuation allowance 774,369 627,450 Total $ — $ — The tax effect of significant components of the Company's deferred tax assets and liabilities at December 31, 2016 and 2015, are as follows: Year Ended December 31, 2016 2015 Deferred tax assets: Net operating loss carryforward $ 2,716,420 $ 2,042,006 Book to tax difference – intangible assets 146,733 27,348 Stock option expense 90,801 373,456 Total gross deferred tax assets 2,953,954 2,442,810 Less: Deferred tax asset valuation allowance (2,953,954 ) (2,442,810 ) Total net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2016 and 2015 were fully offset by a 100% valuation allowance. The change in the valuation allowance was an increase of $774,369 and $627,450 for the years December 31, 2016 and 2015, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS On January 10, 2017, the Company issued 10,000 common shares as an annual dividend on the Company’s 100,000 Series A preferred shares outstanding. On January 16, 2017, the Company issued 3,600 shares of our common stock valued at $3,060 to a consultant for services rendered. On January 19, 2017, February 6, 2017, February 24, 2017 and March 7, 2017 the Company issued 12% convertible notes in the amount of $100,000, $100,000, $50,000 and $100,000, respectively, to the Company’s related party founder. The notes have a conversion price that creates a beneficial conversion. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the face value of the note. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the five-year life of the notes using the effective interest method. On March 3, 2017 the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Daily Engage Media Group LLC, a New Jersey limited liability company ("Daily Engage Media") and its members (“Members”). Launched in 2015, Daily Engage Media is an ad network that connects advertisers with approximately 200 digital publications worldwide. Under the terms of the Purchase Agreement, upon closing of a pending financing, we will purchase all of the membership interests in Daily Engage Media from the Members for $4.9 million which will be paid $1.95 million in cash and $2.95 million in shares of our common stock to be valued at the public offering price. The closing of the acquisition is subject to a number of conditions precedent, including, but not limited to, the closing of our pending public offering. |
NATURE OF OPERATIONS AND SUMM25
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Bright Mountain Media, Inc., formerly known as Bright Mountain Acquisition Corporation, is a Florida corporation formed on May 20, 2010. Its wholly owned subsidiaries, Bright Mountain LLC, and The Bright Insurance Agency, LLC, were formed as Florida limited liability companies in May 2011. Its wholly owned subsidiary, Bright Watches, LLC was formed as Florida limited liability company in December 2015. When used herein, the terms "BMTM," the "Company," "we," "us," "our" or "Bright Mountain" refers to Bright Mountain Media, Inc. and its subsidiaries. The Company is a media holding company of online assets. We sell various products through our proprietary websites and retail location, and through third party e-commerce distributor portals. Our websites provide content designed to attract and retain targeted Internet audiences. We generate revenues from two segments, product sales and services. Services consists of advertising revenue and subscription revenue. Our advertising revenue is generated primarily through the display of paid listings as well as display advertisements appearing on our websites. On December 16, 2016, with an effective date of December 15, 2016, under the terms of an Asset Purchase Agreement, the Company acquired the assets, constituting the Black Helmet Apparel business (“Black Helmet”), from Sostre Enterprises, Inc. Assets acquired included various website properties and content, social media content, inventory and other intellectual property rights. The Black Helmet line of apparel features clothing and accessories focused on firefighters. Consideration for the acquisition of Black Helmet consisted of $250,000 in cash, 200,000 shares of common stock valued at $170,000, the forgiveness of working capital advances of $200,000 and assumption of $40,000 in liabilities. The Company obtained approximately 21% of its 2016 revenues from services Google AdSense, a third-party provider. Paid listings are priced on a price per click basis and when a user submits a search query and then clicks on a Google AdSense paid listing displayed in response to the query, Google bills the advertiser that purchased the paid listing directly and shares a portion of the fee charged to the advertiser with the Company. The Company's remaining 79% of revenues from services was from other third-party providers, direct advertising, and subscriptions. Bright Mountain plans to grow its business through organic growth and acquisitions. The Bright Mountain strategy is to concentrate its marketing and development primarily to military and public safety audiences and associated demographic. Our websites contain a number of sections with demographically oriented information including originally written news content, blogs, forums, career information, and video. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of BMTM and its wholly owned subsidiaries, Bright Mountain LLC, The Bright Insurance Agency, LLC and Bright Watches, LLC. All significant intercompany transactions and balances have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue on our products in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-10 , "Revenue Recognition in Financial Statements" · Sale of merchandise directly to consumers: The Company's product sales are recognized either FOB shipping point or FOB destination, dependent on the customer. Revenues are therefore recognized at point of ownership transfer; · Advertising revenue is received directly form companies who pay the Company a monthly fee for advertising space; · Advertising revenues are generated by users "clicking" on website advertisements utilizing several ad network partners: Revenues are recognized, on a net basis, upon receipt of payment by the ad network partner since the revenue is not determinable until it is received; and · Subscription revenues are generated by the sale of access to career postings or period subscription on one of our websites. The term of the subscriptions range from one month to twelve months. Revenues are recognized, on a net basis, over the term of the subscription period. All sales are final per the subscription Terms of Use. The Company follows the guidance of ASC 605-50-25, " Revenue Recognition, Customer Payments |
Use of Estimates | Use of Estimates Our consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"). These accounting principles require management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying consolidated financial statements include revenue recognition, the fair value of acquired assets for purchase price allocation in business combinations, valuation of inventory, valuation of intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for fixed assets, valuation of equity based transactions, and the valuation allowance on deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. |
Inventories | Inventories Inventories are stated at the lower of cost or market using the first in, first out (FIFO) method. Provisions have been made to reduce excess or obsolete inventories to their net realizable value. |
Cost of Sales | Cost of Sales Components of costs of sales include product costs, shipping costs to customers and any inventory adjustments. |
Shipping and Handling Costs | Shipping and Handling Costs The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues. |
Sales Return Reserve Policy | Sales Return Reserve Policy Our return policy generally allows our end users to return purchased products for refund or in exchange for new products. We estimate a reserve for sales returns and record that reserve amount as a reduction of sales and as a sales return reserve liability. Sales to consumers on our web site generally may be returned within a reasonable period of time. |
Product Warranty Reserve Policy | Product Warranty Reserve Policy The Company is a retail distributor of products and warranties are the responsibility of the manufacturer. Therefore, the Company does not record a reserve for product warranty. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of seven years for office furniture and equipment, and five years for computer equipment. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold of $500 are expensed as incurred. |
Website Development Costs | Website Development Costs The Company accounts for its website development costs in accordance with ASC 350-50, "Website Development Costs" ASC 350-50 requires the expensing of all costs of the preliminary project stage and the training and application maintenance stage and the capitalization of all internal or external direct costs incurred during the application and infrastructure development stage. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of five years. As of December 31, 2016 and 2015, all website development costs have been expensed. |
Amortization and Impairment of Long-Lived Assets | Amortization and Impairment of Long-Lived Assets Amortization and impairment of long-lived assets are non-cash expenses relating primarily to website acquisitions. The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets" |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC Topic 505-50, "Equity-Based Payments to Non-Employees". |
Advertising, Marketing and Promotion Costs | Advertising, Marketing and Promotion Costs Advertising, marketing and promotion expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying consolidated statement of operations. For the years ended December 31, 2016 and 2015, advertising, marketing and promotion expense was $35,387 and $29,563, respectively. |
Income Taxes | Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. As of December 31, 2016, tax years 2016, 2015, and 2014 remain open for Internal Revenue Service ("IRS") audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. |
Concentrations | Concentrations The Company purchases a substantial amount of its products from two vendors; Citizens Watch Company of America, Inc., and Bulova Corporation. During 2016, these two vendors accounted for 38% and 17%, respectively of total products purchased as compared to 34% and 26% in 2015. Although we continue to add additional product vendors, and expand our product lines and vendor relationships, due to the high concentration and reliance on these two vendors, the loss of one of these two vendors could adversely affect the Company's operations. The Company generates revenues from two segments: product sales and services. We sell many products through various distribution portals, which include Amazon and eBay. During 2016, these two portals accounted for 65% and 10%, respectively of our total product sales as compared to 88% and 6% in 2015. Due to high concentration and reliance on these portals, the loss of a working relationship with either of these two portals could adversely affect the Company's operations. A substantial amount of payments for our products sold are processed through PayPal. A disruption in PayPal payment processing could have an adverse effect on the Company's operations and cash flow. |
Credit Risk | Credit Risk The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the FDIC insured limit of $250,000 are at risk. At December 31, 2016 and December 31, 2015, respectively, the Company had cash balances above the FDIC insured limit of approximately $0 and $166,187 respectively. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. |
Concentration of Funding | Concentration of Funding During the years ended December 31, 2016 and 2015 a large portion of the Company's funding was provided through the issuance of 12% convertible notes and the sale of shares of the Company's common stock and preferred stock to a related party officer and director, as well as to a principal shareholder. |
Basic and Diluted Net Earnings (Loss) Per Common Share | Basic and Diluted Net Earnings (Loss) Per Common Share In accordance with ASC 260-10 , "Earnings Per Share", |
Segment Information | Segment Information In accordance with the provisions of ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information", |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers Revenue Recognition – Construction-Type and Production-Type Contracts We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In June 2014, the FASB issued ASU 2014-12, " Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements - Going Concern In July 2015, FASB issued ASU No. 2015-11 , “Inventory (Topic 330): Simplifying the Measurement of Inventory . We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In February 2016, the FASB issued ASU 2016-02 “ Leases In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU 2016–10 “Revenue from Contract with Customers (Topic 606): Identifying Performance Obligations and Licensing.” In April 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of discounted fair value of the consideration transferred | Customer and related relationships $ 39,578 Website 177,690 Total $ 217,268 |
Schedule of Pro forma results | Year ended December 31, 2016 2015 Total revenue $ 3,064,423 $ 3,189,217 Total expenses 6,048,465 5,194,111 Net loss attributable to common shareholders $ (3,264,724 ) $ (2,343,578 ) Basic and diluted net loss per share $ (0.08 ) $ (0.07 ) |
Schedule of summary of assets acquired | Inventory $ 58,000 Intangibles – website 80,000 Intangibles – trade name 150,000 Intangibles – customer relationships 252,000 Intangibles – non compete agreements 120,000 Total assets acquired $ 660,000 |
Schedule of Intangible Assets | December 31, 2016 2015 Website Acquisition Assets $ 1,739,179 $ 1,054,444 Less: Accumulated Amortization (581,045 ) (328,911 ) Less: Impairment Loss (191,020 ) (95,247 ) Website Acquisition Assets, net $ 967,114 $ 630,286 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At December 31, 2016 and December 31, 2015 inventories consisted of the following: December 31, 2016 2015 Product Inventory: Clocks and Watches $ 982,283 $ 1,017,220 Product Inventory: Other Inventory 144,789 36,670 Total Inventory Balance $ 1,127,072 $ 1,053,890 |
PREPAID COSTS AND EXPENSES (Tab
PREPAID COSTS AND EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Costs and Expenses | At December 31, 2016 and December 31, 2015, prepaid expenses and other current assets consisted of the following: December 31, 2016 2015 Other Current Assets $ — $ 14,500 Prepaid Rent 46,523 — Prepaid Insurance 84,825 87,212 Prepaid Inventory 1,602 8,215 Prepaid Expenses and Other Current Assets $ 132,950 $ 109,927 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, Depreciable Life 2016 2015 (Years) Furniture and Fixtures $ 70,108 $ 49,088 7 Computer Equipment 56,142 50,522 5 Leasehold Improvements 35,011 — 10 Total Fixed Assets 161,261 99,610 Less: Accumulated Depreciation (62,260 ) (48,305 ) Total Fixed Assets, net $ 99,001 $ 51,305 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segment activity | The following information represents segment activity for the year ended December 31, 2016: For the year ended December 31, 2016 Products Services Total Revenues $ 1,499,010 $ 434,775 $ 1,933,785 Website Amortization $ — $ 252,134 $ 252,134 Depreciation $ 10,817 $ 3,138 $ 13,955 Impairment $ — $ 95,773 $ 95,773 Loss from operations $ (1,526,442 ) $ (766,940 ) $ (2,293,382 ) Segment Assets $ 1,648,690 $ 1,331,655 $ 2,980,345 The following information represents segment activity for the year ended December 31, 2015: For the year ended December 31, 2015 Products Services Total Revenues $ 1,408,481 $ 283,598 $ 1,692,079 Website Amortization $ — $ 181,905 $ 181,905 Depreciation $ 11,860 $ 2,388 $ 14,248 Impairment $ — $ 70,531 $ 70,531 Loss from operations $ (1,181,233 ) $ (491,861 ) $ (1,673,094 ) Segment Assets $ 1,582,563 $ 737,028 $ 2,319,591 |
LONG TERM DEBT TO RELATED PAR31
LONG TERM DEBT TO RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of minimum annual principal payments of notes payable | A summary of these note issuances is as follows: Issuance Date Maturity Date Principal Discount Recognized Amortization Expense 2016 Carry Amount at December 31, 2016 9/26/16 9/26/21 $ 100,000 $ 70,000 $ 3,692 $ 33,692 10/14/16 10/14/21 100,000 70,000 3,024 33,024 10/31/16 10/31/21 100,000 70,000 2,372 32,372 11/03/16 11/03/21 50,000 35,000 1,120 16,120 11/11/16 11/11/21 100,000 70,000 1,934 31,934 11/21/16 11/21/21 50,000 35,000 775 15,775 12/15/16 12/15/21 75,000 52,500 488 22,988 $ 575,000 $ 402,500 $ 13,405 $ 185,905 |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
Schedule of Maturities of Long-Term Obligation | The minimum annual principal payments of notes payable at December 31, 2015 were: 2017 $ 500,000 2018 — 2019 — 2020 and thereafter 575,000 Total minimum principal payments $ 1,075,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments | Future minimum lease commitments due for facilities under non-cancellable operating leases at December 31, 2016 are as follows: Operating Leases 2017 $ 190,372 2018 211,726 2019 101,157 2020 and thereafter 165,659 Total minimum lease payments $ 668,914 |
STOCK COMPENSATION (Tables)
STOCK COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions Used in Valuing Stock Options | The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted during the years ended December 31, 2016 and 2015: Assumptions: 2016 2015 Expected term (years) 6.25 6.8 Expected volatility 63 % 63 % Risk-free interest rate 0.01% - 2.07 % 0.01% - 2.07 % Dividend yield 0 % 0 % Expected forfeiture rate 0 % 0 % |
Summary of Stock Option Activity | Number of Options Weighted Exercise Price Weighted Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2014 1,565,000 $ 0.30 7.5 349,983 Granted 200,000 0.67 — — Exercised (64,000 ) 0.50 — — Forfeited 0.50 — — Expired — — — — Balance Outstanding, December 31, 2015 1,701,000 0.34 6.8 337,984 Granted 580,000 0.81 — — Exercised - — — — Forfeited - — — — Expired — — — — Balance Outstanding, December 31, 2016 2,281,000 $ 0.47 6.8 $ 795,185 Exercisable at December 31, 2016 1,476,000 $ 0.31 5.60 $ 865,635 |
Schedule of options outstanding under the option plans | Summarized information with respect to options outstanding under the two option plans at December 31, 2016 is as follows: Options Outstanding Options Exercisable Range or Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price 0.14 - 0.24 720,000 1.3 $ 0.14 720,000 $ 0.14 0.25 - 0.49 351,000 .9 $ 0.28 306,000 $ 0.286 0.50 - 0.85 1,210,000 4.7 $ 0.70 450,000 $ 0.61 2,281,000 6.9 $ 0.47 1,476,000 $ 0.31 Summarized information with respect to options outstanding under the three option plans at December 31, 2015 is as follows: Options Outstanding Options Exercisable Range or Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price 0.14 - 0.24 720,000 2.1 $ 0.06 720,000 $ 0.09 0.25 - 0.49 351,000 1.5 $ 0.05 207,000 $ 0.05 0.50 - 0.78 630,000 3.2 $ 0.23 187,500 $ 0.09 1,701,000 6.8 $ 0.34 1,114,500 $ 0.23 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of these note issuances | A summary of these note issuances is as follows: Issuance Date Maturity Date Principal Discount Recognized Amortization Expense 2016 Carry Amount at December 31, 2016 9/26/16 9/26/21 $ 100,000 $ 70,000 $ 3,692 $ 33,692 10/14/16 10/14/21 100,000 70,000 3,024 33,024 10/31/16 10/31/21 100,000 70,000 2,372 32,372 11/03/16 11/03/21 50,000 35,000 1,120 16,120 11/11/16 11/11/21 100,000 70,000 1,934 31,934 11/21/16 11/21/21 50,000 35,000 775 15,775 12/15/16 12/15/21 75,000 52,500 488 22,988 $ 575,000 $ 402,500 $ 13,405 $ 185,905 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | Year Ended December 31, 2016 2015 Tax expense (benefit) at the statutory rate $ (906,797 ) $ (568,852 ) State income taxes, net of federal income tax benefit (96,813 ) (60,733 ) Non-deductible expenses 229,241 2,135 Change in valuation allowance 774,369 627,450 Total $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Year Ended December 31, 2016 2015 Deferred tax assets: Net operating loss carryforward $ 2,716,420 $ 2,042,006 Book to tax difference – intangible assets 146,733 27,348 Stock option expense 90,801 373,456 Total gross deferred tax assets 2,953,954 2,442,810 Less: Deferred tax asset valuation allowance (2,953,954 ) (2,442,810 ) Total net deferred tax assets $ — $ — |
NATURE OF OPERATIONS AND SUMM37
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 16, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Non-cash impairment expense | $ 95,773 | $ 70,531 | |
Non-cash amortization expense | 252,134 | 181,905 | |
Non-cash stock-based stock option compensation | 147,472 | 59,327 | |
Advertising, marketing and promotion expense | 35,387 | 29,563 | |
Property and equipment, capitalization threshold | 500 | ||
Cash balance insured by FDIC | 250,000 | 250,000 | |
Cash balance uninsured | $ 0 | $ 166,187 | |
Stock Option [Member] | |||
Common stock equivalent shares | 2,281,000 | 1,701,000 | |
Convertible Preferred Stock [Member] | |||
Common stock equivalent shares | 100,000 | 5,200,000 | |
Convertible Notes Payable [Member] | |||
Common stock equivalent shares | 1,150,000 | 400,000 | |
Internal Revenue Service (IRS) [Member] | Tax Year 2014 [Member] | |||
Open Tax Year | 2,014 | ||
Internal Revenue Service (IRS) [Member] | Tax Year 2015 [Member] | |||
Open Tax Year | 2,015 | ||
Internal Revenue Service (IRS) [Member] | 2016 [Member] | |||
Open Tax Year | 2,016 | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Website Development Costs [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Website Acquisition Costs [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Minimum [Member] | |||
Contractual payment terms | 30 days | ||
Maximum [Member] | |||
Contractual payment terms | 60 days | ||
Revenue [Member] | Amazon [Member] | |||
Revenues from services | 65.00% | 88.00% | |
Revenue [Member] | eBay [Member] | |||
Revenues from services | 10.00% | 6.00% | |
Revenue [Member] | Google AdSence [Member] | |||
Revenues from services | 21.00% | ||
Revenue [Member] | Other third-party providers [Member] | |||
Revenues from services | 79.00% | ||
Purchases [Member] | Citizens Watch Company of America, Inc [Member] | |||
Revenues from services | 38.00% | 34.00% | |
Purchases [Member] | Bulova Corporation [Member] | |||
Revenues from services | 17.00% | 26.00% | |
Black Helmet [Member] | |||
Number of shares issued for purchase consideration | 200,000 | ||
Value of shares issued for purchase consideration | $ 170,000 | ||
Cash payment for acquisition | 250,000 | ||
Liabilities assumed | 40,000 | ||
Forgiveness of working capital advances | $ 200,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
GOING CONCERN [Abstract] | ||
Net loss | $ 2,667,051 | $ 1,673,094 |
Net cash used in operating activities | 1,860,515 | 1,591,611 |
Accumulated deficit | $ 8,824,806 | $ 6,157,755 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) | Dec. 16, 2016 | Jan. 04, 2016 | Jan. 02, 2016 | Jun. 01, 2015 | Apr. 14, 2015 | Jan. 02, 2015 | Feb. 02, 2016 | Feb. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||||||
Aggregate purchase price | $ 217,268 | |||||||||
Non-cash amortization expense | 252,134 | $ 181,905 | ||||||||
Non-cash impairment expense | 95,773 | 70,531 | ||||||||
Tradenames | 150,000 | |||||||||
Warisboring.com [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment for acquisition | $ 100,000 | |||||||||
Aggregate purchase price | $ 250,000 | 217,268 | ||||||||
Balance payment of acquisition | $ 150,000 | |||||||||
Monthly payment percenage of net revenues | 30.00% | |||||||||
Present value of future monthly payments | 117,268 | |||||||||
Net of discount | 32,732 | |||||||||
Amortization of discount, Net | $ 10,911 | |||||||||
Discount rate | 12.00% | |||||||||
Websites [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment for acquisition | $ 120,250 | $ 164,550 | ||||||||
Black Helmet [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment for acquisition | $ 250,000 | |||||||||
Number of shares issued for purchase consideration | 200,000 | |||||||||
Value of shares issued for purchase consideration | $ 170,000 | |||||||||
Liabilities assumed | 40,000 | |||||||||
Forgiveness of working capital advances | $ 200,000 | |||||||||
Unrelated Third Party Four [Member] | Websites [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment for acquisition | $ 50,000 | |||||||||
Aggregate purchase price | $ 50,000 | |||||||||
Unrelated Third Party Three [Member] | Websites [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment for acquisition | $ 50,000 | |||||||||
Unrelated Third Party One [Member] | Websites [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment for acquisition | $ 50,000 | $ 15,000 | ||||||||
Number of shares issued for purchase consideration | 250,000 | |||||||||
Value of shares issued for purchase consideration | $ 187,500 | |||||||||
Monthly consulting fee | $ 30,000 | |||||||||
Unrelated Third Party Two [Member] | Websites [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment for acquisition | $ 27,000 | |||||||||
Number of shares issued for purchase consideration | 100,000 | |||||||||
Value of shares issued for purchase consideration | $ 75,000 | |||||||||
Monthly consulting fee | 1,500 | |||||||||
Aggregate purchase price | $ 102,000 |
ACQUISITIONS (Schedule of estim
ACQUISITIONS (Schedule of estimated discounted fair value) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Total | $ 217,268 |
Customer and related relationships [Member] | |
Total | 39,578 |
Website [Member] | |
Total | $ 177,690 |
ACQUISITIONS (Schedule of Pro f
ACQUISITIONS (Schedule of Pro forma results) (Details) - Combined [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total revenue | $ 3,064,423 | $ 3,189,217 |
Total expenses | 6,048,465 | 5,194,111 |
Net loss attributable to common shareholders | $ (3,264,724) | $ (2,343,578) |
Basic and diluted net loss per share | $ (0.08) | $ (0.07) |
ACQUISITIONS (Schedule of summa
ACQUISITIONS (Schedule of summary of assets acquired) (Details) | Dec. 16, 2016USD ($) |
Inventory | $ 58,000 |
Total assets acquired | 660,000 |
Website [Member] | |
Intangibles | 80,000 |
Trade name [Member] | |
Intangibles | 150,000 |
Customer relationships [Member] | |
Intangibles | 252,000 |
Non compete agreements [Member] | |
Intangibles | $ 120,000 |
ACQUISITIONS (Schedule of Intan
ACQUISITIONS (Schedule of Intangible Assets) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Business Combinations [Abstract] | ||
Website Acquisition Assets | $ 1,739,179 | $ 1,054,444 |
Less: Accumulated Amortization | (581,045) | (328,911) |
Less: Impairment Loss | (191,020) | (95,247) |
Website Acquisition Assets, net | $ 967,114 | $ 630,286 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Inventory Balance | $ 1,127,072 | $ 1,053,890 |
Product Inventory: Clocks and Watches [Member] | ||
Inventory [Line Items] | ||
Inventory Balance | 982,283 | 1,017,220 |
Product Inventory: Other Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory Balance | $ 144,789 | $ 36,670 |
PREPAID COSTS AND EXPENSES (Det
PREPAID COSTS AND EXPENSES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Current Assets | $ 14,500 | |
Prepaid Rent | 46,523 | |
Prepaid Insurance | 84,825 | 87,212 |
Prepaid Inventory | 1,602 | 8,215 |
Prepaid Expenses and Other Current Assets | $ 132,950 | $ 109,927 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 161,261 | $ 99,610 |
Less: Accumulated Depreciation | (62,260) | (48,305) |
Total Fixed Assets, net | 99,001 | 51,305 |
Non-cash depreciation expense | 13,955 | 14,248 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 70,108 | 49,088 |
Property and equipment, Depreciable Life | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 56,142 | 50,522 |
Property and equipment, Depreciable Life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 35,011 | |
Property and equipment, Depreciable Life | 10 years |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)Item | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,933,785 | $ 1,692,079 |
Website Amortization | 252,134 | 181,905 |
Depreciation | 13,955 | 14,248 |
Impairment | 95,773 | 70,531 |
Loss from operations | (2,293,382) | (1,670,497) |
Segment Assets | $ 2,980,345 | 2,319,591 |
Number of reportable segments | Item | 2 | |
Products Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,499,010 | 1,408,481 |
Website Amortization | ||
Depreciation | 10,817 | 11,860 |
Impairment | ||
Loss from operations | (1,526,442) | (1,181,233) |
Segment Assets | 1,648,690 | 1,582,563 |
Services Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 434,775 | 283,598 |
Website Amortization | 252,134 | 181,905 |
Depreciation | 3,138 | 2,388 |
Impairment | 95,773 | 70,531 |
Loss from operations | (766,940) | (491,861) |
Segment Assets | $ 1,331,655 | $ 737,028 |
LONG TERM DEBT TO RELATED PAR48
LONG TERM DEBT TO RELATED PARTIES (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Aug. 31, 2016 | Dec. 29, 2015 | Dec. 22, 2015 | Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 25, 2016 | Jul. 07, 2016 | Jun. 25, 2016 | Jun. 10, 2016 | May 19, 2016 | Feb. 09, 2016 | |
Conversion price | $ 0.50 | |||||||||||
Debt discount | $ 402,500 | |||||||||||
Amortization of debt discount | $ 321,056 | $ 260 | ||||||||||
Shares issued upon conversion of convertible notes payable | 1,207,200 | |||||||||||
Shares issued upon conversion of convertible notes payable, value | $ 600,000 | |||||||||||
Carrying Amount | 185,905 | 122,260 | ||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Conversion price | $ 0.50 | |||||||||||
Debt discount amortization period | 5 years | |||||||||||
Interest rate | 12.00% | |||||||||||
Shares issued upon conversion of convertible notes payable | 1,207,200 | |||||||||||
Shares issued upon conversion of convertible notes payable, value | $ 600,000 | |||||||||||
Accrued interest | $ 3,600 | |||||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On December 22 and 29, 2020, Respectively [Member] | ||||||||||||
Convertible notes | $ 100,000 | $ 100,000 | ||||||||||
Conversion price | $ 0.50 | $ 0.50 | ||||||||||
Debt discount | $ 39,000 | $ 39,000 | 77,740 | |||||||||
Debt discount amortization period | 5 years | 5 years | ||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||
Maturity Date | Dec. 29, 2020 | Dec. 22, 2020 | ||||||||||
Amortization of debt discount | 77,740 | 260 | ||||||||||
Carrying Amount | $ 122,260 | |||||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On February 9, 2021 [Member] | ||||||||||||
Convertible notes | $ 100,000 | |||||||||||
Conversion price | $ 0.50 | |||||||||||
Debt discount | $ 39,000 | |||||||||||
Debt discount amortization period | 5 years | |||||||||||
Interest rate | 12.00% | |||||||||||
Maturity Date | Feb. 9, 2021 | |||||||||||
Amortization of debt discount | $ 39,000 | |||||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On May 19, 2021 [Member] | ||||||||||||
Convertible notes | $ 100,000 | |||||||||||
Conversion price | $ 0.50 | |||||||||||
Debt discount | $ 50,000 | |||||||||||
Debt discount amortization period | 5 years | |||||||||||
Interest rate | 12.00% | |||||||||||
Maturity Date | May 19, 2021 | |||||||||||
Amortization of debt discount | $ 50,000 | |||||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On June 10, 2021 [Member] | ||||||||||||
Convertible notes | $ 50,000 | |||||||||||
Conversion price | $ 0.50 | |||||||||||
Debt discount | $ 25,000 | |||||||||||
Debt discount amortization period | 5 years | |||||||||||
Interest rate | 12.00% | |||||||||||
Maturity Date | Jun. 10, 2021 | |||||||||||
Amortization of debt discount | $ 25,000 | |||||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On June 25, 2021 [Member] | ||||||||||||
Convertible notes | $ 50,000 | |||||||||||
Conversion price | $ 0.50 | |||||||||||
Debt discount | $ 35,000 | |||||||||||
Debt discount amortization period | 5 years | |||||||||||
Interest rate | 12.00% | |||||||||||
Maturity Date | Jun. 25, 2021 | |||||||||||
Amortization of debt discount | $ 35,000 | |||||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On July 7, 2021 [Member] | ||||||||||||
Convertible notes | $ 50,000 | |||||||||||
Conversion price | $ 0.50 | |||||||||||
Debt discount | $ 35,000 | |||||||||||
Debt discount amortization period | 5 years | |||||||||||
Interest rate | 12.00% | |||||||||||
Maturity Date | Jul. 7, 2021 | |||||||||||
Amortization of debt discount | $ 35,000 | |||||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On July 25, 2021 [Member] | ||||||||||||
Convertible notes | $ 50,000 | |||||||||||
Conversion price | $ 0.50 | |||||||||||
Debt discount | $ 35,000 | |||||||||||
Debt discount amortization period | 5 years | |||||||||||
Interest rate | 12.00% | |||||||||||
Maturity Date | Jul. 25, 2021 | |||||||||||
Amortization of debt discount | $ 35,000 |
LONG TERM DEBT TO RELATED PAR49
LONG TERM DEBT TO RELATED PARTIES (Summary of Note Issuances) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Principal | $ 575,000 | |
Discount Recognized | 402,500 | |
Amortization Expense | 13,405 | |
Carry Amount | $ 185,905 | $ 122,260 |
Debt Issued One [Member] | ||
Issuance Date | Sep. 26, 2016 | |
Maturity Date | Sep. 26, 2021 | |
Principal | $ 100,000 | |
Discount Recognized | 70,000 | |
Amortization Expense | 3,692 | |
Carry Amount | $ 33,692 | |
Debt Issued Two [Member] | ||
Issuance Date | Oct. 14, 2016 | |
Maturity Date | Oct. 14, 2021 | |
Principal | $ 100,000 | |
Discount Recognized | 70,000 | |
Amortization Expense | 3,024 | |
Carry Amount | $ 33,024 | |
Debt Issued Three [Member] | ||
Issuance Date | Oct. 31, 2016 | |
Maturity Date | Oct. 31, 2021 | |
Principal | $ 100,000 | |
Discount Recognized | 70,000 | |
Amortization Expense | 2,372 | |
Carry Amount | $ 32,372 | |
Debt Issued Four [Member] | ||
Issuance Date | Nov. 3, 2016 | |
Maturity Date | Nov. 3, 2021 | |
Principal | $ 50,000 | |
Discount Recognized | 35,000 | |
Amortization Expense | 1,120 | |
Carry Amount | $ 16,120 | |
Debt Issued Five [Member] | ||
Issuance Date | Nov. 11, 2016 | |
Maturity Date | Nov. 11, 2021 | |
Principal | $ 100,000 | |
Discount Recognized | 70,000 | |
Amortization Expense | 1,934 | |
Carry Amount | $ 31,934 | |
Debt Issued Six [Member] | ||
Issuance Date | Nov. 21, 2016 | |
Maturity Date | Nov. 21, 2021 | |
Principal | $ 50,000 | |
Discount Recognized | 35,000 | |
Amortization Expense | 775 | |
Carry Amount | $ 15,775 | |
Debt Issued Seven [Member] | ||
Issuance Date | Dec. 15, 2016 | |
Maturity Date | Dec. 15, 2021 | |
Principal | $ 75,000 | |
Discount Recognized | 52,500 | |
Amortization Expense | 488 | |
Carry Amount | $ 22,988 |
NOTE PAYABLE (Narrative) (Detai
NOTE PAYABLE (Narrative) (Details) - Unaffiliated party promissory note agreement [Member] | 1 Months Ended |
Nov. 30, 2016USD ($) | |
Unsecured debt promissory note | $ 500,000 |
Interest rate | 25.00% |
Maturity Date | Nov. 30, 2017 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) | Dec. 31, 2016USD ($) |
Notes Payable [Abstract] | |
2,017 | $ 500,000 |
2,018 | |
2,019 | |
2020 and thereafter | 575,000 |
Total minimum principal payments | $ 1,075,000 |
PREMIUM LOAN PAYABLE (Details)
PREMIUM LOAN PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Amount financed | $ 575,000 | |
Premium Finance Loan Payable | $ 53,643 | $ 52,406 |
Short-term notes, payable [Member] | ||
Debt Instrument [Line Items] | ||
Loan term | 10 months | |
Periodic payments, frequency | Monthly | |
Directors and Officers [Member] | ||
Debt Instrument [Line Items] | ||
Amount financed | $ 60,943 | |
Errors and Omissions [Member] | ||
Debt Instrument [Line Items] | ||
Amount financed | $ 24,747 |
COMMITMENTS AND CONTINGENCIES53
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | May 31, 2016USD ($) | Oct. 02, 2015USD ($) | Jul. 31, 2015USD ($) | Jul. 30, 2015ft² | Jan. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | ||||||||
Last month prepaid rent | $ 46,523 | |||||||
Future anticipated minimum lease payments due in 2017 | 190,372 | |||||||
Future anticipated minimum lease payments due in 2018 | 211,726 | |||||||
Future anticipated minimum lease payments due in 2019 | 101,157 | |||||||
Rent expense | 177,150 | 120,162 | ||||||
Chief Executive Officer [Member] | Executive Employment Agreement [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Base salary to be paid to related party | $ 75,000 | $ 95,000 | $ 125,000 | $ 96,000 | $ 77,500 | |||
Initial term of employment agreement with related party | 3 years | |||||||
6400 Congress Avenue, Suite 2050, Boca Raton, Florida Property [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Area of real estate space | ft² | 2,014 | 4,450 | ||||||
Monthly base rent owed per operating lease agreement | $ 8,978 | |||||||
Period of monthly base rent | 12 months | |||||||
Percentage of escalation in monthly base rent | 3.00% | |||||||
Lease expiration date | Aug. 25, 2014 | |||||||
Security deposit | $ 2,500 | |||||||
4900 Linton Boulevard, Bay 17A, Delray Beach, FL Property [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Area of real estate space | ft² | 2,150 | |||||||
Lease term | 36 months | |||||||
Monthly base rent owed per operating lease agreement | $ 2,329 | |||||||
Period of monthly base rent | 12 months | |||||||
Percentage of escalation in monthly base rent | 3.00% | |||||||
Lease expiration date | Aug. 25, 2014 | |||||||
Security deposit | $ 3,865 | |||||||
First month prepaid rent | 3,865 | |||||||
Last month prepaid rent | 4,015 | |||||||
Monthly common area maintenance | $ 1,317 | |||||||
Period of monthly common area maintenance | 12 months | |||||||
Percentage of escalation in monthly common area maintenance | 4.00% | |||||||
Additional lease [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Area of real estate space | ft² | 2,720 | |||||||
Monthly base rent owed per operating lease agreement | $ 1,757 | |||||||
Monthly base rent owed per operating lease agreement, year two | $ 3,513 | |||||||
Percentage of escalation in monthly base rent | 3.00% | |||||||
Lease expiration date | Jan. 31, 2022 | |||||||
Security deposit | $ 10,000 | |||||||
First month prepaid rent | 96,940 | |||||||
New space lease [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Monthly base rent owed per operating lease agreement | $ 2,471 | |||||||
Percentage of escalation in monthly base rent | 3.00% | |||||||
Lease expiration date | Jan. 31, 2022 | |||||||
Black Helmet [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Area of real estate space | ft² | 2,667 | |||||||
Lease term | 3 years | |||||||
Monthly base rent owed per operating lease agreement | $ 1,641 | |||||||
Percentage of escalation in monthly base rent | 3.00% | |||||||
Websites [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Future anticipated minimum lease payments due in 2017 | $ 245,000 | |||||||
Future anticipated minimum lease payments due in 2018 | 205,000 | |||||||
Future anticipated minimum lease payments due in 2019 | 144,000 | |||||||
Future anticipated minimum lease payments due in 2020 | 0 | |||||||
Future anticipated minimum lease payments due in 2021 | 0 | |||||||
Future contingent milestone payments for 2016 | $ 40,000 | 40,000 | 40,000 | |||||
Future bonus in 2017 | 50,000 | |||||||
Future bonus in 2019 | 100,000 | |||||||
Cash payment for acquisition | 120,250 | $ 164,550 | ||||||
Websites [Member] | Black Helmet [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Monthly base rent owed per operating lease agreement | $ 6,250 | |||||||
Lease expiration date | Dec. 15, 2019 | |||||||
Websites [Member] | Warisboring.com [Member] | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Monthly base rent owed per operating lease agreement | $ 5,000 | |||||||
Lease expiration date | Nov. 18, 2018 |
COMMITMENTS AND CONTINGENCIES54
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2016USD ($) |
Commitments And Contingencies Details | |
2,017 | $ 190,372 |
2,018 | 211,726 |
2,019 | 101,157 |
2020 and thereafter | 165,659 |
Total minimum lease payments | $ 668,914 |
STOCK COMPENSATION (Stock Incen
STOCK COMPENSATION (Stock Incentive Plan and Stock Option Grants to Employees and Directors) (Narrative) (Details) - USD ($) | Jul. 12, 2016 | Mar. 22, 2016 | Oct. 27, 2015 | Mar. 23, 2015 | Dec. 16, 2016 | Aug. 16, 2016 | May 22, 2015 | Apr. 30, 2013 | Apr. 20, 2011 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity [Line Items] | |||||||||||
Options exercisable, weighted-average exercise price | $ 0.31 | ||||||||||
Fair value of options granted per option | $ 0.41 | ||||||||||
Share based compensation expense | $ 147,472 | $ 59,327 | |||||||||
Unrecognized compensation cost | $ 228,167 | ||||||||||
Employee [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Stock option expiration term | 10 years | 10 years | |||||||||
Stock options granted | 360,000 | 40,000 | |||||||||
Options exercisable, weighted-average exercise price | $ 0.85 | $ 0.75 | |||||||||
Fair value of options granted | $ 179,640 | $ 17,224 | |||||||||
Fair value of options granted per option | $ 0.499 | $ 0.4306 | |||||||||
Vesting period | 4 years | ||||||||||
Director [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Stock option expiration term | 10 years | 10 years | 10 years | 10 years | |||||||
Stock options granted | 46,000 | 60,000 | 14,000 | 60,000 | |||||||
Options exercisable, weighted-average exercise price | $ 0.695 | $ 0.65 | $ 0.85 | $ 0.85 | |||||||
Fair value of options granted | $ 18,354 | $ 22,392 | $ 6,202 | $ 29,940 | |||||||
Fair value of options granted per option | $ 0.3990 | $ 0.3732 | $ 0.443 | $ 0.499 | |||||||
Vesting period | 4 years | ||||||||||
Executive officer and director [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Stock option expiration term | 10 years | 10 years | |||||||||
Stock options granted | 100,000 | 100,000 | |||||||||
Options exercisable, weighted-average exercise price | $ 0.695 | $ 0.65 | |||||||||
Fair value of options granted | $ 39,901 | $ 37,318 | |||||||||
Fair value of options granted per option | $ 0.3990 | $ 0.3732 | |||||||||
Vesting period | 4 years | ||||||||||
2015 Plan [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Shares reserved for issuance | 1,000,000 | ||||||||||
Shares remaining for future issuance | 385,000 | ||||||||||
Stock option expiration term | 10 years | ||||||||||
Maximum allowable annual shares granted to any individual | 100,000 | ||||||||||
2013 Plan [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Shares reserved for issuance | 900,000 | ||||||||||
Shares remaining for future issuance | 132,000 | ||||||||||
Stock option expiration term | 10 years | ||||||||||
Maximum allowable annual shares granted to any individual | 180,000 | ||||||||||
2011 Plan [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Shares reserved for issuance | 900,000 | ||||||||||
Shares remaining for future issuance | 27,000 | ||||||||||
Stock option expiration term | 10 years | ||||||||||
Maximum allowable annual shares granted to any individual | 180,000 |
STOCK COMPENSATION (Schedule of
STOCK COMPENSATION (Schedule of Fair Value Assumptions for Stock Options) (Details) - Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 3 months | 6 years 9 months 18 days |
Expected volatility | 63.00% | 63.00% |
Risk-free interest rate, minimum | 0.01% | 0.01% |
Risk-free interest rate, maximum | 2.07% | 2.07% |
Dividend yield | 0.00% | 0.00% |
Expected forfeiture rate | 0.00% | 0.00% |
STOCK COMPENSATION (Schedule 57
STOCK COMPENSATION (Schedule of Stock Option Activity) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | |||
Balance Outstanding, Beginning | 1,701,000 | 1,565,000 | |
Granted | 580,000 | 200,000 | |
Exercised | (64,000) | ||
Forfeited | |||
Expired | |||
Balance Outstanding, Ending | 2,281,000 | 1,701,000 | 1,565,000 |
Exercisable, Ending | 1,476,000 | ||
Weighted Average Exercise Price | |||
Balance Outstanding, Beginning | $ 0.34 | $ 0.30 | |
Granted | 0.81 | 0.67 | |
Exercised | 0.50 | ||
Forfeited | 0.50 | ||
Expired | |||
Balance Outstanding, Ending | 0.47 | $ 0.34 | $ 0.30 |
Exercisable, Ending | $ 0.31 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding | 6 years 9 months 18 days | 6 years 9 months 18 days | 7 years 6 months |
Exercisable, Ending | 5 years 7 months 6 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 795,185 | $ 337,984 | $ 349,983 |
Exercisable, Ending | $ 865,635 |
STOCK COMPENSATION (Schedule 58
STOCK COMPENSATION (Schedule of Options Outstanding Under Option Plans) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Options Outstanding | ||
Number Outstanding | 2,281,000 | 1,701,000 |
Remaining Average Contractual Life (in years) | 6 years 10 months 24 days | 6 years 9 months 18 days |
Weighted Average Exercise Price | $ 0.47 | $ 0.34 |
Options Exercisable | ||
Number Exercisable | 1,476,000 | 1,114,500 |
Weighted Average Exercise Price | $ 0.31 | $ 0.23 |
0.50 - 0.85 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price lower range limit | 0.50 | |
Exercise price upper range limit | $ 0.85 | |
Options Outstanding | ||
Number Outstanding | 1,210,000 | |
Remaining Average Contractual Life (in years) | 4 years 8 months 12 days | |
Weighted Average Exercise Price | $ 0.70 | |
Options Exercisable | ||
Number Exercisable | 450,000 | |
Weighted Average Exercise Price | $ 0.61 | |
0.14 - 0.24 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price lower range limit | 0.14 | 0.14 |
Exercise price upper range limit | $ 0.24 | $ 0.24 |
Options Outstanding | ||
Number Outstanding | 720,000 | 720,000 |
Remaining Average Contractual Life (in years) | 1 year 3 months 18 days | 2 years 1 month 6 days |
Weighted Average Exercise Price | $ 0.14 | $ 0.06 |
Options Exercisable | ||
Number Exercisable | 720,000 | 720,000 |
Weighted Average Exercise Price | $ 0.14 | $ 0.09 |
0.25 - 0.49 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price lower range limit | 0.25 | 0.25 |
Exercise price upper range limit | $ 0.49 | $ 0.49 |
Options Outstanding | ||
Number Outstanding | 351,000 | 351,000 |
Remaining Average Contractual Life (in years) | 10 months 24 days | 1 year 6 months |
Weighted Average Exercise Price | $ 0.28 | $ 0.05 |
Options Exercisable | ||
Number Exercisable | 306,000 | 207,000 |
Weighted Average Exercise Price | $ 0.286 | $ 0.05 |
0.50 - 0.78 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price lower range limit | 0.50 | |
Exercise price upper range limit | $ 0.78 | |
Options Outstanding | ||
Number Outstanding | 630,000 | |
Remaining Average Contractual Life (in years) | 3 years 2 months 12 days | |
Weighted Average Exercise Price | $ 0.23 | |
Options Exercisable | ||
Number Exercisable | 187,500 | |
Weighted Average Exercise Price | $ 0.09 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | Jan. 10, 2016 | Aug. 31, 2016 | Aug. 18, 2016 | Jan. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 20, 2015 | Sep. 22, 2014 | Dec. 23, 2013 |
Class of Stock [Line Items] | |||||||||
Preferred shares, shares authorized | 20,000,000 | 20,000,000 | |||||||
Preferred shares, shares outstanding | 100,000 | 5,200,000 | |||||||
Preferred shares, par value per share | $ 0.01 | $ 0.01 | |||||||
Preferred stock dividends, shares issued | 307,910 | 501,562 | 809,472 | ||||||
Conversion of Stock, Shares Issued | 5,100,000 | 5,100,000 | |||||||
Common shares issued, value | $ 800,000 | $ 990,000 | |||||||
Series D Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred shares, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||||
Preferred shares, shares outstanding | 0 | 500,000 | |||||||
Dividend rate | 10.00% | ||||||||
Preferred stock dividend shares accrued | 39,863 | ||||||||
Preferred stock dividends, shares issued | 39,863 | ||||||||
Conversion of stock shares converted | 500,000 | ||||||||
Common Stock [Member] | Series D Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Issued | 500,000 | ||||||||
Common shares issued | 30,187 | ||||||||
Common shares issued, value | $ 25,659 | ||||||||
Common Stock [Member] | Series C Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Issued | 1,800,000 | ||||||||
Common shares issued | 108,675 | ||||||||
Common shares issued, value | $ 92,373 | ||||||||
Common Stock [Member] | Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Issued | 1,000,000 | ||||||||
Common shares issued | 60,375 | ||||||||
Common shares issued, value | $ 51,319 | ||||||||
Common Stock [Member] | Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Issued | 1,800,000 | ||||||||
Common shares issued | 108,675 | ||||||||
Common shares issued, value | $ 92,373 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred shares, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||||
Preferred shares, shares outstanding | 0 | 1,800,000 | |||||||
Dividend rate | 10.00% | ||||||||
Preferred stock dividend shares accrued | 180,000 | ||||||||
Preferred stock dividends, shares issued | 180,000 | ||||||||
Conversion of stock shares converted | 1,800,000 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred shares, shares outstanding | 0 | 1,000,000 | |||||||
Dividend rate | 10.00% | ||||||||
Conversion of stock shares converted | 1,000,000 | ||||||||
Common shares issued | 100,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred shares, shares authorized | 2,000,000 | 2,000,000 | |||||||
Preferred shares, shares outstanding | 100,000 | 100,000 | 1,900,000 | ||||||
Dividend rate | 10.00% | ||||||||
Preferred stock dividend shares accrued | 181,699 | 10,000 | |||||||
Preferred stock dividends, shares issued | 181,699 | ||||||||
Conversion of stock shares converted | 1,800,000 |
COMMON STOCK (Details)
COMMON STOCK (Details) - USD ($) | Dec. 15, 2016 | Jan. 15, 2016 | Dec. 15, 2015 | Oct. 15, 2015 | May 03, 2015 | Aug. 31, 2016 | Aug. 18, 2016 | May 16, 2016 | Apr. 15, 2016 | Mar. 22, 2016 | Feb. 15, 2016 | Jan. 31, 2016 | Nov. 15, 2015 | May 28, 2015 | May 22, 2015 | Jan. 19, 2015 | Dec. 16, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity [Line Items] | |||||||||||||||||||
Common shares, shares authorized | 324,000,000 | 324,000,000 | |||||||||||||||||
Stock Issued for services, shares | 7,000 | 7,000 | 7,000 | 3,600 | 7,000 | 50,000 | 7,000 | 7,000 | 5,000 | 50,000 | |||||||||
Common stock issued for services | $ 4,865 | $ 4,830 | $ 4,200 | $ 2,700 | $ 4,690 | $ 34,750 | $ 4,865 | $ 5,250 | $ 3,250 | $ 32,500 | |||||||||
Common stock price per share | $ 0.695 | $ 0.69 | $ 0.60 | $ 0.75 | $ 0.695 | $ 0.695 | $ 0.695 | $ 0.75 | $ 0.65 | $ 0.65 | $ 0 | $ 0.01 | |||||||
Common shares, par value per share | $ 0.01 | $ 0.01 | |||||||||||||||||
Stock issued during period for cash, shares | 1,600,000 | ||||||||||||||||||
Stock issued during period for cash | $ 800,000 | ||||||||||||||||||
Common stock issued for cash, price per share | $ 0.50 | ||||||||||||||||||
Principal debt converted | $ 600,000 | ||||||||||||||||||
Issuance of common stock for conversion of debt | 1,207,200 | 809,472 | 289,425 | ||||||||||||||||
Conversion price | $ 0.50 | ||||||||||||||||||
Repurchase of common stock, shares | 360,000 | ||||||||||||||||||
Repurchase of common stock, value | $ 2,501 | ||||||||||||||||||
Preferred stock dividends, shares issued | 307,910 | 501,562 | 809,472 | ||||||||||||||||
Common stock for the acquisition, shares | 200,000 | 350,000 | |||||||||||||||||
Common stock for the acquisition, amount | $ 170,000 | $ 262,500 | |||||||||||||||||
Common stock for the acquisition, Per share | $ 0.75 | ||||||||||||||||||
Stock issued for conversion of preferred stock | 5,100,000 | 5,100,000 | |||||||||||||||||
Consultant [Member] | |||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||
Stock Issued for services, shares | 25,200 | ||||||||||||||||||
Common stock issued for services | $ 21,420 | ||||||||||||||||||
Common stock price per share | $ 0.85 | ||||||||||||||||||
Consultant [Member] | Seven equal amounts [Member] | |||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||
Stock Issued for services, shares | 3,600 | ||||||||||||||||||
Common stock issued for services | $ 3,060 | ||||||||||||||||||
Director One [Member] | |||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||
Stock issued during period for cash, shares | 10,000 | ||||||||||||||||||
Stock issued during period for cash | $ 5,000 | ||||||||||||||||||
Common stock issued for cash, price per share | $ 0.50 | ||||||||||||||||||
Director [Member] | |||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||
Stock issued during period for cash, shares | 54,000 | ||||||||||||||||||
Stock issued during period for cash | $ 15,001 | ||||||||||||||||||
Common stock issued for cash, price per share | $ 0.2778 | ||||||||||||||||||
Employee [Member] | |||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||
Stock Issued for services, shares | 400 | ||||||||||||||||||
Common stock issued for services | $ 300 | ||||||||||||||||||
Common stock price per share | $ 0.75 | ||||||||||||||||||
Employee One [Member] | |||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||
Stock Issued for services, shares | 2,000 | ||||||||||||||||||
Common stock issued for services | $ 1,300 | ||||||||||||||||||
Common stock price per share | $ 0.65 | ||||||||||||||||||
Private Placement Memorandum [Member] | |||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||
Stock issued during period for cash, shares | 1,980,000 | ||||||||||||||||||
Stock issued during period for cash | $ 990,000 | ||||||||||||||||||
Common stock issued for cash, price per share | $ 0.50 | ||||||||||||||||||
Black Helmet [Member] | |||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||
Common stock for the acquisition, shares | 200,000 | ||||||||||||||||||
Common stock for the acquisition, amount | $ 170,000 | ||||||||||||||||||
Common stock for the acquisition, Per share | $ 0.85 |
RELATED PARTIES (Narrative) (De
RELATED PARTIES (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2016 | Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 25, 2016 | Jul. 07, 2016 | Jun. 25, 2016 | Jun. 10, 2016 | May 19, 2016 | Feb. 09, 2016 | |
Stock issued during period | $ 800,000 | $ 990,000 | ||||||||
Stock issued price per share | $ 0.2778 | |||||||||
Conversion price | $ 0.50 | |||||||||
Debt discount | 402,500 | |||||||||
Note issued | 150,000 | |||||||||
Amortization of debt discount | $ 321,056 | $ 260 | ||||||||
Shares issued upon conversion of convertible notes payable | 1,207,200 | |||||||||
Shares issued upon conversion of convertible notes payable, value | $ 600,000 | |||||||||
Related Party Founder and Director [Member] | ||||||||||
Stock issued during period, shares | 1,600,000 | 1,140,000 | ||||||||
Stock issued during period | $ 800,000 | $ 570,000 | ||||||||
Series D Stock [Member] | ||||||||||
Stock issued during period, shares | 500,000 | |||||||||
Stock issued during period | $ 250,000 | |||||||||
Series A Stock [Member] | ||||||||||
Stock issued during period, shares | 100,000 | |||||||||
Stock issued during period | $ 50,000 | |||||||||
Series A Stock [Member] | Related Party Founder [Member] | ||||||||||
Stock issued during period, shares | 200,000 | |||||||||
Stock issued during period | $ 100,000 | |||||||||
Director [Member] | ||||||||||
Stock issued during period, shares | 440,000 | |||||||||
Stock issued during period | $ 220,000 | |||||||||
Director [Member] | Transaction One [Member] | ||||||||||
Stock issued during period, shares | 54,000 | |||||||||
Stock issued during period | $ 15,001 | |||||||||
Stock issued price per share | $ 0.2778 | |||||||||
Director [Member] | Transaction Two [Member] | ||||||||||
Stock issued during period, shares | 10,000 | |||||||||
Stock issued during period | $ 5,000 | |||||||||
Stock issued price per share | $ 0.50 | |||||||||
Convertible Note One [Member] | ||||||||||
Debt discount | $ 39,000 | |||||||||
Debt discount amortization period | 5 years | |||||||||
Interest rate | 12.00% | |||||||||
Note issued | $ 100,000 | |||||||||
Maturity Date | Dec. 28, 2020 | |||||||||
Amortization of debt discount | $ 38,935 | $ 65 | ||||||||
Recognized interest expense | 8,500 | 100 | ||||||||
Convertible Note [Member] | ||||||||||
Debt discount | $ 39,000 | |||||||||
Debt discount amortization period | 5 years | |||||||||
Interest rate | 12.00% | |||||||||
Note issued | $ 100,000 | |||||||||
Maturity Date | Dec. 22, 2020 | |||||||||
Amortization of debt discount | $ 38,805 | $ 195 | ||||||||
Recognized interest expense | 8,500 | $ 300 | ||||||||
Convertible Notes Payable [Member] | ||||||||||
Conversion price | $ 0.50 | |||||||||
Debt discount amortization period | 5 years | |||||||||
Interest rate | 12.00% | |||||||||
Shares issued upon conversion of convertible notes payable | 1,207,200 | |||||||||
Shares issued upon conversion of convertible notes payable, value | $ 600,000 | |||||||||
Accrued interest | $ 3,600 | |||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On February 9, 2021 [Member] | ||||||||||
Convertible notes | $ 100,000 | |||||||||
Conversion price | $ 0.50 | |||||||||
Debt discount | $ 39,000 | |||||||||
Debt discount amortization period | 5 years | |||||||||
Interest rate | 12.00% | |||||||||
Maturity Date | Feb. 9, 2021 | |||||||||
Amortization of debt discount | $ 39,000 | |||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On May 19, 2021 [Member] | ||||||||||
Convertible notes | $ 100,000 | |||||||||
Conversion price | $ 0.50 | |||||||||
Debt discount | $ 50,000 | |||||||||
Debt discount amortization period | 5 years | |||||||||
Interest rate | 12.00% | |||||||||
Maturity Date | May 19, 2021 | |||||||||
Amortization of debt discount | $ 50,000 | |||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On June 10, 2021 [Member] | ||||||||||
Convertible notes | $ 50,000 | |||||||||
Conversion price | $ 0.50 | |||||||||
Debt discount | $ 25,000 | |||||||||
Debt discount amortization period | 5 years | |||||||||
Interest rate | 12.00% | |||||||||
Maturity Date | Jun. 10, 2021 | |||||||||
Amortization of debt discount | $ 25,000 | |||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On June 25, 2021 [Member] | ||||||||||
Convertible notes | $ 50,000 | |||||||||
Conversion price | $ 0.50 | |||||||||
Debt discount | $ 35,000 | |||||||||
Debt discount amortization period | 5 years | |||||||||
Interest rate | 12.00% | |||||||||
Maturity Date | Jun. 25, 2021 | |||||||||
Amortization of debt discount | $ 35,000 | |||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On July 7, 2021 [Member] | ||||||||||
Convertible notes | $ 50,000 | |||||||||
Conversion price | $ 0.50 | |||||||||
Debt discount | $ 35,000 | |||||||||
Debt discount amortization period | 5 years | |||||||||
Interest rate | 12.00% | |||||||||
Maturity Date | Jul. 7, 2021 | |||||||||
Amortization of debt discount | $ 35,000 | |||||||||
Convertible Notes Payable [Member] | 12% Convertible Notes Maturing On July 25, 2021 [Member] | ||||||||||
Convertible notes | $ 50,000 | |||||||||
Conversion price | $ 0.50 | |||||||||
Debt discount | $ 35,000 | |||||||||
Debt discount amortization period | 5 years | |||||||||
Interest rate | 12.00% | |||||||||
Maturity Date | Jul. 25, 2021 | |||||||||
Amortization of debt discount | $ 35,000 |
RELATED PARTIES (Summary of Not
RELATED PARTIES (Summary of Note Issuances) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Principal | $ 575,000 | |
Discount Recognized | 402,500 | |
Amortization Expense 2016 | 13,405 | |
Long Term Debt to Related Parties, net | $ 185,905 | $ 122,260 |
Debt Issued One [Member] | ||
Issuance Date | Sep. 26, 2016 | |
Maturity Date | Sep. 26, 2021 | |
Principal | $ 100,000 | |
Discount Recognized | 70,000 | |
Amortization Expense 2016 | 3,692 | |
Long Term Debt to Related Parties, net | $ 33,692 | |
Debt Issued Two [Member] | ||
Issuance Date | Oct. 14, 2016 | |
Maturity Date | Oct. 14, 2021 | |
Principal | $ 100,000 | |
Discount Recognized | 70,000 | |
Amortization Expense 2016 | 3,024 | |
Long Term Debt to Related Parties, net | $ 33,024 | |
Debt Issued Three [Member] | ||
Issuance Date | Oct. 31, 2016 | |
Maturity Date | Oct. 31, 2021 | |
Principal | $ 100,000 | |
Discount Recognized | 70,000 | |
Amortization Expense 2016 | 2,372 | |
Long Term Debt to Related Parties, net | $ 32,372 | |
Debt Issued Four [Member] | ||
Issuance Date | Nov. 3, 2016 | |
Maturity Date | Nov. 3, 2021 | |
Principal | $ 50,000 | |
Discount Recognized | 35,000 | |
Amortization Expense 2016 | 1,120 | |
Long Term Debt to Related Parties, net | $ 16,120 | |
Debt Issued Five [Member] | ||
Issuance Date | Nov. 11, 2016 | |
Maturity Date | Nov. 11, 2021 | |
Principal | $ 100,000 | |
Discount Recognized | 70,000 | |
Amortization Expense 2016 | 1,934 | |
Long Term Debt to Related Parties, net | $ 31,934 | |
Debt Issued Six [Member] | ||
Issuance Date | Nov. 21, 2016 | |
Maturity Date | Nov. 21, 2021 | |
Principal | $ 50,000 | |
Discount Recognized | 35,000 | |
Amortization Expense 2016 | 775 | |
Long Term Debt to Related Parties, net | $ 15,775 | |
Debt Issued Seven [Member] | ||
Issuance Date | Dec. 15, 2016 | |
Maturity Date | Dec. 15, 2021 | |
Principal | $ 75,000 | |
Discount Recognized | 52,500 | |
Amortization Expense 2016 | 488 | |
Long Term Debt to Related Parties, net | $ 22,988 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $ 5,426,000 | |
United States Federal tax rate | 34.00% | |
Net deferred tax assets | 100.00% | 100.00% |
Change in valuation allowance | $ 774,369 | $ 627,450 |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards expiration dates | Dec. 31, 2036 | |
Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards expiration dates | Jan. 1, 2033 |
INCOME TAXES (Schedule of Provi
INCOME TAXES (Schedule of Provision for Income Taxes) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at the statutory rate | $ (906,797) | $ (568,852) |
State income taxes, net of federal income tax benefit | (96,813) | (60,733) |
Non-deductible expenses | 229,241 | 2,135 |
Change in valuation allowance | 774,369 | 627,450 |
Total |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 2,716,420 | $ 2,042,006 |
Book to tax difference - intangible assets | 146,733 | 27,348 |
Stock option expense | 90,801 | 373,456 |
Total gross deferred tax assets | 2,953,954 | 2,442,810 |
Less: Deferred tax asset valuation allowance | (2,953,954) | (2,442,810) |
Total net deferred tax assets |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) | Mar. 07, 2017 | Mar. 03, 2017 | Feb. 24, 2017 | Feb. 06, 2017 | Jan. 16, 2017 | Jan. 10, 2017 | Jan. 15, 2016 | Dec. 15, 2015 | Oct. 15, 2015 | Jan. 19, 2017 | May 16, 2016 | Apr. 15, 2016 | Mar. 22, 2016 | Feb. 15, 2016 | Nov. 15, 2015 | May 28, 2015 | May 22, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Aug. 18, 2016 |
Common stock issued as dividend | 289,425 | |||||||||||||||||||
Preferred stock, shares outstanding | 5,200,000 | 100,000 | ||||||||||||||||||
Common stock issued for services | $ 4,865 | $ 4,830 | $ 4,200 | $ 2,700 | $ 4,690 | $ 34,750 | $ 4,865 | $ 5,250 | $ 3,250 | $ 32,500 | ||||||||||
Common stock issued for services, shares | 7,000 | 7,000 | 7,000 | 3,600 | 7,000 | 50,000 | 7,000 | 7,000 | 5,000 | 50,000 | ||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares outstanding | 1,900,000 | 100,000 | 100,000 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Common stock issued as dividend | 10,000 | |||||||||||||||||||
Proceeds from convertible debt | $ 100,000 | $ 50,000 | $ 100,000 | $ 100,000 | ||||||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||||
Common stock issued for services | $ 3,060 | |||||||||||||||||||
Common stock issued for services, shares | 3,600 | |||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares outstanding | 100,000 | |||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | ||||||||||||||||||||
Cash payment for acquisition | $ 1,950,000 | |||||||||||||||||||
Purchase of membership interest | 4,900,000 | |||||||||||||||||||
Cash payment in shares | $ 2,950,000 |