WWIO Wowio Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2015

 

or

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________

 

Commission file number: 000-55220

 

WOWIO, INC.

(Exact name of registrant as specified in its charter)

 

Texas		27-2908187
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

626 North Doheny Drive
West Hollywood, California		90069
(Address of principal executive offices)		(zip code)

 

(310) 807-8181

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]		Accelerated filer [  ]
Non-accelerated filer [  ]		Smaller reporting company [X]
(Do not check if smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [  ] No [X]

 

The number of shares of the registrant’s common stock issued and outstanding as of May 15, 2015, was 966,014,552.

 

 

 

WOWIO, INC.

Form 10-Q

For the Fiscal Quarter Ended March 31, 2015

 

TABLE OF CONTENTS

 

				Page No.
PART I. - FINANCIAL INFORMATION
Item 1.		Financial Statements.		F-1
		Condensed Consolidated Balance Sheets at March 31, 2015 (unaudited) and December 31, 2014		F-1
		Unaudited Condensed Consolidated Statements of Operations for the Three months Ended March 31, 2015 and 2014		F-2
		Unaudited Condensed Consolidated Statement of Stockholders’ Deficit for the Three months Ended March 31, 2015		F-3
		Unaudited Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2015 and 2014		F-4
		Notes to Unaudited Condensed Consolidated Financial Statements		F-5
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.		3
Item 3.		Quantitative and Qualitative Disclosures About Market Risk .		9
Item 4		Controls and Procedures.		9
PART II - OTHER INFORMATION
Item 1.		Legal Proceedings.		10
Item 1A.		Risk Factors.		10
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.		10
Item 3.		Defaults Upon Senior Securities.		10
Item 4.		Mine Safety Disclosures.		10
Item 5.		Other Information.		10
Item 6.		Exhibits.		10

 

 

PART I. - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

WOWIO, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		March 31, 2015				December 31, 2014
		(Unaudited)
Assets
Current Assets
Cash		$	-			$	552
Current portion of prepaid expenses and other current assets			203,394				312,274
Total Current Assets			203,394				312,826
Prepaid consulting and other assets, net of current portion			128,394				167,578
Note receivable and accrued interest			-				195,678
Intangible assets			195,678				-
Total Assets		$	527,466			$	676,082
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses		$	1,371,260			$	1,287,413
Acquisition related liabilities			231,171				231,171
Related party payables			677				677
Accrued compensation and related costs			612,645				597,372
Revolving loan			50,000				50,000
Notes payable – related parties			100,902				100,902
Notes payable, net of debt discount of $4,956 and $15,131			938,454				1,016,099
Derivative liabilities			593,000				992,000
Convertible notes payable, net of debt discount of $194,839 and $180,040			215,280				160,575
Total Liabilities			4,113,389				4,436,209
Stockholders’ Deficit:
Series A preferred stock, $0.0001 par value per share; 5,000,000 shares authorized; 4,750,000 and 500,000 shares issued and outstanding, respectively			475				50
Series B preferred stock, $0.0001 par value per share; 2,000,000 shares authorized; 0 shares issued and outstanding			-				-
Common stock, $0.0001 par value per share; 4,000,000,000 shares authorized; 277,439,783 and 41,969,953 shares issued and outstanding, respectively			27,744				4,197
Additional paid in capital			25,162,089				24,721,034
Accumulated deficit			(28,776,231	)			(28,485,408	)
Total stockholders’ deficit			(3,585,923	)			(3,760,127	)
Total Liabilities and Stockholders’ Deficit		$	527,466			$	676,082

 

See accompanying notes to these condensed consolidated financial statements

 

 

WOWIO, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		For Three Months Ended				For Three Months Ended
		March 31, 2015				March 31, 2014
Net sales		$	25,407			$	1,267
Cost of sales			3,598				9,133
Gross profit (loss)			21,809				(7,866	)
Operating expenses:
General and administrative			436,315				941,834
Total operating expenses			436,315				941,834
Operating loss			(414,506	)			(949,700	)
Other income (expense)
Interest expense, net			(316,317	)			(40,402	)
Change in fair value of derivatives liabilities			898,000				-
Loss on extinguishment of debt			(458,000	)			-
Other income (expense), net			123,683				(40,402	)
Loss before income tax benefit			(290,823	)			(990,102	)
Income tax benefit, net			-				-
Net Loss		$	(290,823	)		$	(990,102	)
Basic and diluted net loss per common share		$	(0.00	)		$	(0.04	)
Weighted-average number of common shares outstanding - basic and diluted			107,825,525				23,488,173

 

See accompanying notes to these condensed consolidated financial statements

 

 

WOWIO, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

 

For The Three Months Ended March 31, 2015

 

		Preferred Series A								Common stock								Additional Paid in			Accumulated			Total Stockholders’
		Shares				Amount				Shares				Amount				Capital			Deficit			Deficit
Balance as of December 31, 2014			500,000			$	50				41,969,953			$	4,197			$	24,721,034		$	(28,485,408	)	$	(3,760,127	)
Conversion of convertible notes payable and accrued interest into common stock			-				-				230,861,588				23,086				129,316			-			152,402
Common stock issued for services			-				-				4,608,242				461				31,039			-			31,500
Preferred stock issued for services			250,000				25				-				-				1,100			-			1,125
Preferred stock issued for settlement of accrued wages			4,000,000				400				-				-				39,600						40,000
Reclass of derivative liabilities for conversions of debt			-				-				-				-				240,000			-			240,000
Net loss			-				-				-				-				-			(290,823	)		(290,823	)
Balance as of March 31, 2015			4,750,000			$	475				277,439,783			$	27,744			$	25,162,089		$	(28,776,231	)	$	(3,585,923	)

 

See accompanying notes to these condensed consolidated financial statements

 

 

WOWIO, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Three Months Ended March 31,
		2015				2014
Cash Flows from Operating Activities
Net loss		$	(290,823	)		$	(990,102	)
Adjustments to reconcile net loss to net cash used in operating activities
Interest earned on note receivable			-				(3,279	)
Estimated fair value of preferred and common stock issued for services			33,025				-
Change in fair value of derivative liabilities			(898,000	)			-
Excess interest expense of derivative instruments			138,500				-
Amortization of prepaid consulting			149,264				353,607
Loss on extinguishment of debt			458,000				-
Amortization of debt discount and debt issuance costs			138,747				3,165
Changes in operating assets and liabilities:			-				-
Prepaid consulting and other assets			(1,200	)			-
Accounts payable and accrued expenses			106,382				404,386
Related party payables			-				(22,411	)
Accrued compensation and related costs			54,873				-
Acquisition related liabilities			-				(37,664	)
Net cash used in operating activities			(111,232	)			(292,298	)
Cash Flows from Financing Activities
Principal payments on notes payable			(16,820	)			(30,000	)
Proceeds from the issuance of notes payable			-				305,000
Proceeds from the issuance of convertible notes payable, net of fees			127,500				-
Proceeds from the issuance of common stock			-				25,000
Net cash provided by financing activities			110,680				300,000
Net change in cash			(552	)			7,702
Cash at beginning of period			552				943
Cash at end of period		$	-			$	8,645
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	11,072
Supplemental disclosure of non-cash investing and financing activities:
Exercise of warrant in settlement of notes/accounts payable		$	-			$	22,922
Preferred stock issued for settlement of accrued wages		$	40,000			$	-
Debt issuance costs and debt discounts		$	159,130			$	-
Reclass of derivative liabilities for conversions of debt		$	240,000			$	-
Reassignment of amounts from notes payable to convertible notes payable		$	66,300			$	-
Estimated fair value of beneficial conversion features and relative fair value of warrants issued with debt		$	-			$	15,190
Conversion of debt and accrued interest for shares of common stock		$	152,402			$	255,931

 

See accompanying notes to these condensed consolidated financial statements

 

 

WOWIO, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For The Three Months Ended March 31, 2015

 

NOTE 1 - DESCRIPTION OF BUSINESS

 

Organization

 

Wowio, LLC was formed on June 29, 2009 under the laws of Texas (“Wowio Texas”). On July 16, 2010, the Company converted to a C-corporation under the laws of Texas. Wowio, Inc. and its wholly owned subsidiary Carthay Circle Publishing (collectively, the “Company”, “we”, “our”, “Wowio”) is an emerging company in the creation, production, distribution and monetization of digital entertainment. We specialize in creating custom brand strategies to develop, produce, distribute and promote entertainment properties across multiple product lines and distribution channels, including our own websites, traditional media, social media and emerging technologies.

 

The Company operates in a rapidly changing technological and digital entertainment market and its activities are subject to significant risks and uncertainties, including failing to secure additional funding to further exploit the Company’s current technology and digital entertainment properties.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company’s consolidated financial statements. The consolidated financial statements and notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. The accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the consolidated financial statements.

 

Basis of Presentation

 

The condensed consolidated balance sheet as of December 31, 2014, which has been derived from audited financial statements and the interim unaudited condensed consolidated financial statements as of March 31, 2015 and 2014 have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. These condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014, included in the Company’s Form 10-K.

 

The condensed consolidated financial statements included herein as of and for the three months ended March 31, 2015 and 2014 are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of the Company’s management, are necessary to present fairly the condensed consolidated financial position of the Company as of March 31, 2015, the condensed consolidated results of its operations and cash flows for the three months ended March 31, 2015 and 2014. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year or any future interim periods.

 

Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. On April 29, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date or for reporting periods beginning after December 15, 2016. The Company has not yet selected a transition method and is currently assessing the impact the adoption of ASU 2014-09 will have on our consolidated financial statements and disclosures.

 

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern”. The amendments in this update provide guidance in U.S. GAAP about management’s responsibilities to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The main provision of the amendments are for an entity’s management, in connection with the preparation of financial statements, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known or reasonably knowable at the date the consolidated financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, the entity should disclose information that enables users of the consolidated financial statements to understand all of the following: (1) principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans); (2) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; and (3) management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern or management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this update are effective for interim and annual reporting periods after December 15, 2016 and early application is permitted. The Company is currently assessing this guidance for future implementation.

 

In April 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs. This update requires capitalized debt issuance costs to be classified as a reduction to the carrying value of debt rather than a deferred charge, as is currently required. This update will be effective for the Company for all annual and interim periods beginning after December 15, 2015 and is required to be adopted retroactively for all periods presented, and early adoption is permitted. The Company is currently evaluating the expected impact of this new accounting standard on its financial statements.

 

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Wowio, Inc. and its wholly-owned subsidiary Carthay Circle Publishing. All intercompany balances and transactions have been eliminated in consolidation.

 

Revenue Recognition and Deferred Revenue

 

The Company recognizes revenues in accordance with FASB Accounting Standards Codification (“ASC”) Topic 605, which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (4) will be based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or for which services have not been rendered or are subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or services have been rendered or no refund will be required.

 

The Company’s primary revenues streams are as follows:

 

eBooks

 

For eBook downloads purchased by the customer directly through the Company’s website, the Company recognizes revenue when the right to download content is granted. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned. Generally, the Company records such revenues on a net basis due to a general lack of indicators that the Company is the primary obligor primarily due to the Company’s lack of ability to determine price. Typically for these sales, the Company’s net revenues consist of a credit card processing fee along with the majority of the advertising fee when there is an ad sponsor.

 

Occasionally, the Company sells download cards to retailers and directly to end customers, which are redeemable on its websites for content downloads over an established time frame. The Company records proceeds from the initial sale of the card to deferred revenue, which is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets, and is recognized as revenue over the related download period, which approximates the usage period.

 

Advertising

 

Visitor demographics and time spent on a website are the primary drivers behind advertising-based revenue models for internet properties. Website advertising revenue is primarily recognized on a flat-fee basis based on cost per thousand impressions (“CPM”). The Company earns CPM revenue from the display of graphical advertisements on its websites. Revenue from flat-fee services is based on a customer’s period of contractual service and is recognized on a straight-line basis over the term of the contract. Proceeds from such contracts are deferred and are included in revenue on a pro-rata basis over the term of the related agreements.

 

Patent Licensing

 

The Company owns Patent No. 7,848,951, issued by the USPTO on December 7, 2010, protecting the insertion of ads into eBooks. The Company intends to pursue patent licensing arrangements with eBook distribution outlets looking to create new revenue streams for eBook downloads. The Company will also pursue any violators who infringe on the patent’s claims, ultimately generating license revenues on a per-book or per-ad basis.

 

Revenue from patent licensing arrangements is recognized when earned, estimable and realizable. The timing of revenue recognition is dependent on the terms of each license agreement and on the timing of sales of licensed products. The Company generally recognizes royalty revenue when it is reported to the Company by its licensees, which is generally one quarter in arrears from the licensees’ sales. For licensing fees that are not determined by the number of licensed units sold, the Company recognizes license fee revenue on a straight-line basis over the life of the license.

 

 

Creative IP Licensing

 

Revenues are also generated by the exploitation of WOWIO’s own proprietary content of creative material such as comic books, graphic novels, screenplays, and other published and non-published content. The WOWIO-owned Spacedog library is available for sale on wowio.com and the Company retains 90% of all retail sales for that content library.

 

The Company’s content also generates revenues from licensing stories/characters/concepts to studios and other producing partners. Licensing deals that may generate revenue for the Company include film option/acquisition fees, television option/acquisition fees, video game licensing, content licensing for apps, apparel and merchandise licensing.

 

Concentrations of Credit Risk

 

A financial instrument which potentially subjects the Company to concentrations of credit risk is cash. The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits to $250,000 per owner. At March 31, 2015 and December 31, 2014, there were no uninsured amounts.

 

During the three months ended March 31, 2015, one customer accounted for approximately 98% of revenues.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods.

 

Significant estimates made by management include, among others, provisions for uncollectible note receivable, fair value of common stock and preferred stock issued, fair value of beneficial conversion features, fair value of derivative liabilities and realization of deferred tax assets. The Company bases its estimates on historical experience, knowledge of current conditions and belief of what could occur in the future considering available information. The Company reviews its estimates on an on-going basis. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between the estimates and actual results, future results of operations will be affected.

 

Fair Value Measurements

 

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. U.S. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

 

The Company’s financial instruments consist of cash, note receivable, accounts payable, accrued expenses, notes payable, convertible notes payable and related party notes payable. The Company cannot determine the estimated fair value of its convertible notes payable as instruments similar to the convertible notes payable could not be found. Other than for convertible notes payable, the carrying value for all such instruments approximates fair value due to the short-term nature of the instruments.

 

The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative convertible note and warrant liabilities at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative convertible notes and warrant liabilities.

 

Beneficial Conversion Features

 

In certain instances, the Company has entered into convertible notes that provide for an effective or actual rate of conversion that is below market value, and the embedded beneficial conversion feature (“BCF”) does not qualify for derivative treatment. In these instances, the Company accounts for the value of the BCF as a debt discount, which is then amortized to interest expense over the life of the related debt using the straight-line method, which approximates the effective interest method.

 

Advertising Expense

 

The Company expenses marketing, promotions and advertising costs as incurred. For the three months ended March 31, 2015 and 2014, such costs totaled $540 and $1,094, respectively. Such costs are included in general and administrative expense in the accompanying consolidated statements of operations.

 

 

Stock-Based Compensation

 

All share-based payments, including grants of stock to employees, directors and consultants, are recognized in the consolidated financial statements based upon their estimated fair values.

 

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows ASC Topic 505. As such, the value of the applicable stock-based compensation is periodically re-measured and income or expense is recognized during their vesting terms. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is primarily recognized over the term of the consulting agreement. In accordance with FASB guidance, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes.

 

Income Taxes

 

The Company accounts for income taxes under the provision of ASC 740. As of March 31, 2015 and December 31, 2014, there were no unrecognized tax benefits included in the consolidated balance sheets that would, if recognized, affect the effective tax rate. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on its consolidated balance sheets as of March 31, 2015 and December 31, 2014 and has not recognized interest and/or penalties in the consolidated statements of operations for the three months ended March 31, 2015 and 2014. The Company is subject to taxation in the United States, Texas and California.

 

Basic and Diluted Loss per Common Share

 

Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted-average number of common and common equivalent shares, such as warrants outstanding during the period. Common stock equivalents from warrants and convertible notes payable were approximately 2,463,805,012 and 3,009,000 for the three months ended March 31, 2015 and 2014, respectively, and are excluded from the calculation of diluted net loss per share for all periods presented because the effect is anti-dilutive.

 

Derivative Liabilities

 

The Company evaluates debt instruments, stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

 

Certain of the Company’s embedded conversion features on debt and derivative liabilities with potentially insufficient authorized shares to settle outstanding contracts in the future are treated as derivatives for accounting purposes. The Company estimates the fair value of these embedded conversion features and derivative liabilities with potentially insufficient authorized shares to settle outstanding contracts in the future using the Black-Scholes Merton option pricing model (“Black-Scholes”) (see Note 7). Based on these provisions, the Company has classified all conversion features and warrants as derivative liabilities at March 31, 2015.

 

NOTE 3 - GOING CONCERN

 

The accompanying condensed 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’s revenues since inception have been nominal. Additionally, since inception, the Company has had recurring operating losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, to attain profitable operations. The Company will need to secure additional funds through various means, including equity and debt financing, funding from a licensing arrangement or any similar financing. There can be no assurance that the Company will be able to obtain additional debt or equity financing, if and when needed, on terms acceptable to the Company, or at all. Any additional equity or debt financing may involve substantial dilution to the Company’s stockholders, restrictive covenants or high interest costs. The Company’s long-term liquidity also depends upon its ability to generate revenues from the sale of its products and achieve profitability. The failure to achieve these goals could have a material adverse effect on the execution of the Company’s business plan, operating results and financial condition. The Company intends to raise additional financing.

 

 

The condensed 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.

 

NOTE 4 - INTANGIBLE ASSET

 

On October 13, 2010, the Company entered into a secured note receivable with Top Cow Productions (“TCP”) for $175,000. Terms of the note required interest at the rate of 10% per annum and equal monthly installments of principal over twelve months beginning in May 2011 through April 2012. The note is secured by certain assets of TCP and individually by two owners of TCP. As of March 31, 2015 and December 31, 2014, the balance of the note receivable was $0 and $195,678, respectively, including accrued interest receivable of approximately $0 and $62,678, respectively.

 

	●	The Company held a security interest in the assets of TCP;
	●	The Company received payments of $5,500 from TCP during 2013 and $4,900 during 2014; and
	●	In 2013, the Company entered into an agreement with TCP in which TCP is to provide to the Company certain assets, including ownership of two separate 4 book comic book series and screenplay. The Company receives 70% of the future net revenues derived from these assets, with TCP retaining the remaining 30% as a participation fee. The Company believes the carrying value of the outstanding note receivable and accrued interest is recoverable through the projected undiscounted future cash flows of these assets obtained from TCP.
	●	In January 2015, TCP provided the Company a feature film script, and fulfilled its obligations under the note receivable.

 

The Company has capitalized the costs of bringing this production to market in accordance with ASC 926, “Entertainment – Films.”

 

NOTE 5 - ACQUISITIONS

 

Wowio, LLC

 

On June 29, 2009, Wowio Texas entered into a securities purchase agreement (the “Agreement”) with Platinum Studios, Inc. (“Platinum”) pursuant to which Platinum agreed to transfer to the Company, all of the membership interests of Wowio, LLC (a Pennsylvania Limited Liability Company and wholly owned subsidiary of Platinum) (“Wowio Penn”) in exchange for total consideration of $3,150,000, comprised of assumed liabilities of approximately $1,636,000 (of which $81,171 was still outstanding as of March 31, 2015 and December 31, 2014), including $794,518 of amounts owed to Brian Altounian (which was fully paid or settled as of December 31, 2014) the Company’s CEO, and an additional $1,514,000 to be paid via royalty at a rate of 20% of gross revenues generated from acquired assets. Subsequent to the $1,514,000 being satisfied, such royalty rate shall reduce to 10% of net revenues generated in perpetuity.

 

Drunk Duck

 

On May 5, 2010, Wowio Texas entered into an asset purchase agreement with Platinum pursuant to which Platinum agreed to transfer to the Company, all of the ownership interests in the assets, including related websites, of Drunk Duck (the “Duck”) in exchange for total consideration of $1,000,000 in cash of which $350,000 of such amount had been previously paid, $150,000 was due from July 2010 – October 2010 and $500,000 is to be paid in quarterly installments equal to a minimum of 10% of net revenue derived from the purchased assets. As a security interest, Platinum retained a 10% ownership position in the assets, which is being reduced proportionately, as payments are made to Platinum. As of March 31, 2015, Platinum retained ownership of 6.5% of the assets, as a result of amounts owed to Platinum under the purchase agreement. The $150,000 initially due from July 2010 to October 2010 remains outstanding as of March 31, 2015 and December 31, 2014.

 

 

Spacedog Entertainment, Inc.

 

Effective May 15, 2010, Wowio Texas entered into a securities purchase agreement with Spacedog Entertainment, Inc. (a New York corporation) (“SDE”) pursuant to which SDE agreed to transfer to Wowio, Inc., all of the common stock of SDE in exchange for total consideration of $1,650,000, comprised of $107,000 in cash, 1,543,000 shares of common stock (valued at $1,543,000 - based on the estimated fair value on the measurement date) and an additional $1,000,000 to be paid via royalty at a rate of 100% of gross revenues generated from SDE assets. Subsequent to the $1,000,000 being satisfied, the seller shall no longer be entitled to receive any further royalties. In accordance with the agreement, the Company neither assumed nor became responsible, in any way, for any liabilities, debts or other obligations of SDE.

 

On December 12, 2012, the Company entered into a purchase agreement with the original owner of SDE, whereby the original owner re-acquired from the Company 10 specific titles from SDE. In exchange for the purchase of these 10 titles, the original owner was to return 255,000 shares of the Company’s common stock to the Company’s treasury and reduce the contingent royalty liability from $1,000,000 to $500,000. In connection with the reduction in the contingent royalty liability, the fair value of the liability based on estimated payment was reduced by $425,459. The 255,000 shares of common stock were received by the Company on May 10, 2013.

 

NOTE 6 - NOTES PAYABLE

 

Revolving Loan

 

Effective September 21, 2012, the Company entered into a credit agreement (“Revolving Loan”) with TCA Global Credit Master Fund, LP (“TCA”), which provided the Company with an initial revolving loan commitment of $250,000. Net proceeds received by the Company amounted to $201,775 after deducting financing fees of $53,225 (which were recorded as debt issue costs). The interest rate on this and all extensions of the Revolving Loan is 12% per annum, with a default rate of 18%. Per the agreement, accrued and unpaid interest on the unpaid principal balance was payable on a weekly basis beginning on September 28, 2012.

 

The Revolving Loan had a 6-month term that could be extended for 6 months at TCA’s discretion with a 4% renewal fee. The loan is collateralized by a security interest in all tangible and intangible assets of the Company.

 

In connection with this transaction, the Company issued a series of three warrants to TCA (“TCA Warrants”), each to purchase 184,157 shares of common stock, or 1% of the issued and outstanding common stock of the Company at September 21, 2012. Each warrant had an exercise price of $0.01 per share. Each of the TCA Warrants was immediately exercisable upon issuance and had terms of six months, nine months and twelve months, respectively. Each of the TCA Warrants had a mandatory redemption clause, which obligated the Company to redeem the warrant in full by payment of $30,000 each if not exercised by the respective redemption dates through September 21, 2013. The Company recorded $90,000 in accounts payable and accrued expenses with a corresponding reduction to additional paid-in capital related to TCA Warrants in connection with its mandatory redemption clause, with $60,000 still outstanding as of March 31, 2015.

 

 

The Revolving Loan contains various covenants, certain of which the Company was not in compliance with at March 31, 2015. The amount of principal due as of March 31, 2015 and December 31, 2014 was $50,000. Accrued interest and fees related to the Revolving Loan of $44,281 and $18,797 is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively.

 

Notes Payable – Related Parties

 

During 2011, the Company issued an aggregate of $157,355 of notes payable to employees in lieu of compensation due. The notes matured in December 2012, are now due on demand and accrue interest at a rate of 2.25% per year. The amount of principal due at March 31, 2015 and December 31, 2014 was $100,902. Accrued interest of $8,018 and $7,458 is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively.

 

Notes Payable

 

Notes payable consist of the following at:

 

		March 31, 2015				December 31, 2014
Secured note payable to an individual, 10% interest rate, entered into in December 2011, due June 20, 2015, as amended			50,000				100,000
Secured note payable to an individual, 12% interest rate, entered into in September 2013, due on demand with default interest of 17%, 50% satisfied by a third party in 2014			25,000				25,000
Note payable to an individual, 12% interest rate, entered into in November 2013, due on demand with default interest of 17%, 50% satisfied by a third party in 2014			50,000				50,000
Note payable to an individual, flat interest of $20,000, entered into in April 2014, due on demand			450,000				450,000
Note payable to an individual, non-interest bearing, entered into in August 2014, due in August 2015			35,000				35,000
Notes payable to various individuals, 12% interest rate, entered into from August 2013 to January 2014, due on demand			5,000				16,000
Secured note payable to an individual, 12% interest rate, entered into in January 2014, due on demand			290,000				299,366
Note payable to an individual, 8% interest rate, entered into in November 2014, due on demand			20,000				20,000
Note payable to an individual, 8% interest rate, entered into in October 2014, now due on demand, net of discount of $1,667 and $6,667, respectively			8,333				3,333
Note payable to an individual, flat interest of $9,000, entered into in December 2014, due on demand, net of discount of $3,289 and $7,830, respectively			5,121				17,400
		$	938,454			$	1,016,099
Less current portion			(938,454	)			(1,016,099	)
		$	-			$	-

 

 

On December 20, 2011, the Company issued a 10% senior secured promissory note (“Secured Note”) to an individual in the amount of $100,000 and was initially due in December 2012. The Secured Note is secured by all of the Company’s intangible assets. On February 14, 2013, the Company entered into a waiver and amendment #1 agreement to the Secured Note, extending the maturity date from December 20, 2012 to June 20, 2013. In February 2014, the Company entered into a waiver and amendment #2 to this Secured Note extending the maturity date from June 20, 2013 to June 20, 2015. In February 2015, $25,000 of the note was transferred to a third party as a convertible note. In March 2015, additional $25,000 of the note was assigned to a third party as a convertible note. See note 7 for discussion of loss an debt extinguishment.

 

In January 2014, the Company issued a secured promissory note to an individual in the amount of $300,000. The note bears interest at 12% annually, with interest of $43,200 due on demand. In March 2015, $10,000 of the note was assigned to a third party as a convertible note. See note 7 for discussion of loss an debt extinguishment.

 

In connection with this note, the Company issued the holder of the note a warrant to purchase 25,000 shares of the Company’s Series A Preferred Stock at a price of $1.50 per share with an expiration date of January 2017. The relative fair value of the warrant of $15,190 was treated as a discount and was amortized over the life of the note. During the three months ended March 31, 2015 the Company amortized the remaining balance of $634 to interest expense in the accompanying condensed consolidated statement of operations.

 

In April 2014, the Company issued a promissory note to an individual in the amount of $450,000. The note bears flat interest of $20,000 and was due in July 2014. In October 2014, the Company issued 2,000,000 shares of common stock to extend the due date of this promissory note, along with two other notes to this individual, to January 2015 and March 2015. The estimated fair value of the 2,000,000 shares of common stock of $170,000 was computed based on stock price of $0.085 per share in accordance with the terms of the agreement and was treated as a loss on debt extinguishment in accordance with relevant accounting guidance.

 

Accrued interest related to notes payable of $119,703 and $101,537 is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively.

 

 

Convertible Notes Payable

 

Convertible notes payable consist of the following at:

 

		March 31, 2015				December 31, 2014
Secured convertible note, 8% interest rate, entered into on June 9, 2014, fully converted into common stock, net of discount of $24,565 as of December 31, 2014			-				-
Secured convertible note, 10% interest rate, entered into on August 1, 2014, due August 1, 2015, net of debt discount of $6,146 and 32,083, respectively			11,316				22,917
Secured convertible note, 10% interest rate, entered into on August 26, 2014, due August 26, 2015, net of debt discount of $22,917 and $37,102, respectively			32,083				17,898
Secured convertible note, 12% interest rate, entered into on August 29, 2014, due August 29, 2015, net of debt discount of $12,104 and 23,333, respectively			16,863				11,667
Convertible notes, interest rates of 8% to 12%, entered into in September 2014, due one year from issuance date			31,500				31,500
Secured convertible note, 8% interest rate, entered into on November 18, 2014, due November 18, 2015			5,200				20,500
Secured convertible note, 8% interest rate, entered into on November 18, 2014, due November 18, 2015, net of debt discount of $13,437 and $18,812, respectively			8,063				2,688
Secured convertible note, entered into on November 5, 2014, due January 10, 2015, now due on demand, net of debt discount of $5,812 as of December 31, 2014			-				1,738
Secured convertible note, 8% interest rate, entered into on December 15, 2014, due December 15, 2015, net of debt discount of $23,516 and $38,333, respectively			18,084				11,667
Secured convertible note, 8% interest rate, entered into on December 15, 2014, due December 15, 2015			40,000				40,000
Secured convertible note, 12% interest rate, entered into on January 7, 2015, due January 7, 2016, net of debt discount of  $36,000			18,000				-
Secured convertible note, 0% interest rate, entered into on February 7, 2015, due August 19, 2015, net of debt discount of $1,875			625				-
Secured convertible note, 8% interest rate, entered into on February 4, 2015, due February 4, 2016, net of debt discount of $24,621			2,879				-
Secured convertible note, 12% interest rate, entered into on February 20, 2015, due November 20, 2015, net of debt discount of $25,417			5,083				-
Secured convertible note, 12% interest rate, entered into on March 16, 2015, due December 16, 2015, net of debt discount of $28,806			1,694				-
Secured convertible note, 12% interest rate, entered into on March 16, 2015, due December 16, 2015			16,029				-
Secured convertible note, 8% interest rate, entered into on March 22, 2015, due March 12, 2016			7,861				-
		$	215,280			$	160,575
Less current portion			(215,280	)			(160,575	)
		$				$

 

During three months ended March 31, 2015, various holders of convertible note payable converted $147,296 in principal and $5,106 of accrued and unpaid interest into 230,861,588 shares of the Company’s common stock.

 

During three month ended March 31, 2015, the Company entered into an aggregate of $127,500 in convertible promissory notes bearing interest at rates between 8% and 12%, due in one year, net of fees approximating $17,500. The convertible notes allow the lender to convert the unpaid principal and accrued interest into shares of the Company’s common stock at a variable conversion price (as defined). Certain of these convertible notes allow the lender to determine the timing of conversion, and as such the embedded conversion feature resulted in a derivative liability and a corresponding debt discount in the amount of $142,500 to be recorded (See Note 7). The Company is amortizing the debt discount over the life of the corresponding convertible promissory notes. The amortization of the debt discount for these derivative instruments was $27,718 for three months ended March 31, 2015. In connection with the conversion of debt that were treated as derivative instruments, the Company reclassified $240,000 to additional paid-in capital during the three months ended March 31, 2015.

 

Accrued interest related to convertible notes payable of $16,905 and $8,768 is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively.

 

As of March 31, 2015, the Revolving Loan and a number of the outstanding related party notes payable, notes payable and convertible notes payable balances are delinquent. The Company is in negotiations with the note holders to amend the terms of the notes.

 

 

NOTE 7 - DERIVATIVE LIABILITIES

 

The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock.

 

From time to time, the Company has issued notes with embedded conversion features and warrants to purchase common stock. Certain of the embedded conversion features and warrants contain price protection or anti-dilution features that result in these instruments being treated as derivatives. In addition, potentially in the future, the Company may have an insufficient number of available shares of common stock to settle outstanding contracts. Accordingly, the Company has estimated the fair value of these embedded conversion features, warrants, and derivatives related to the insufficient number of authorized shares to settle outstanding contracts using Black-Scholes with the following assumptions:

 

Expected volatility is based primarily on historical volatility. Historical volatility was computed using weekly pricing observations for recent periods. We believe this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants and embedded conversion features.

 

We currently have no reason to believe that future volatility over the expected remaining life of these warrants and embedded conversion features is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants and embedded conversion features. The risk-free interest rate is based on U.S. Treasury securities consistent with the remaining term of the warrants and embedded conversion features.

 

During the three months ended March 31, 2015, the Company issued an aggregate of $217,600 in principal of convertible notes payable (includes reassignments of debt) at interest rates between 8% and 12% (See Note 6). Such convertible notes contained embedded conversion features in the Company’s own stock and have resulted in an initial derivative liability value of $739,000, which consisted of $458,000 of loss on debt extinguishment, $142,500 of debt discount and $138,500 of excess interest expense.

 

During the three months ended March 31, 2015 the Company recorded other gain of $898,000, related to the change in fair value of the warrants and embedded conversion features which is included in change in fair value of derivative liabilities in the accompanying consolidated statements of operations.

 

The following table presents our warrants and embedded conversion features which have no observable market data and are derived using Black-Scholes measured at fair value on a recurring basis, using Level 3 inputs, as of March 31, 2015:

 

		March 31, 2015
Annual dividend yield			0	%
Expected life (years)			0.07 – 4.05
Risk-free interest rate			0.02% – 1.42	%
Expected volatility			139.52%-446.40	%

 

The level 3 carrying value as of March 31, 2015:

 

		March 31, 2015
Embedded Conversion Features		$	593,000
Warrants			-
		$	593,000
Change in fair value		$	(898,000)

 

The following table presents the changes in fair value of our warrants and embedded conversion features measured at fair value on a recurring basis for the as of March 31, 2015:

 

		March 31, 2015
Balance as of January 1, 2015		$	992,000
Issuance of warrants and embedded conversion features			739,000
Extinguishment of derivatives			(240,000	)
Change in fair value			(898,000	)
Balance as of March 31, 2015		$	593,000

 

 

NOTE 8 - STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

On March 9, 2012 and amended on September 10, 2012, the Company designated and determined the rights and preferences of 5,000,000 shares of Series A convertible preferred stock (“Series A”) with a par value of $0.0001. The Company is authorized to issue 5,000,000 shares of Series A. The holders of Series A are entitled to receive dividends in preference to dividends on common stock and are entitled to vote together with the holders of common stock with a voting right equivalent to 50 votes of common stock for each share of Series A held. In the event of liquidation, the holders of Series A shall be issued one share of common stock for every 50 shares of Series A.

 

On June 19, 2012, the Company issued 85,000 shares of Series A in connection with a consulting agreement entered into with a director. The value of the shares was $255,000 (based on the fair value of the Series A on the measurement date) and was recorded as prepaid consulting to be amortized over the service period of twelve months in accordance with the terms of the contract. On October 31, 2012, the Company modified the terms of the consulting agreement to extend the service period for an additional four years or a total of fifty-five months. During the three months ended March 31, 2015 and 2014, the Company amortized $7,305 in general and administrative expense in the accompanying condensed consolidated statements of operations.

 

On April 2, 2012, the Company designated and determined the rights and preferences of 2,000,000 shares of Series B convertible preferred stock (“Series B”) with a par value of $0.0001. The Company is authorized to issue 2,000,000 shares of Series B. The holders of Series B are entitled to receive dividends in preference to any dividends on common stock and are entitled to vote together with the holders of common stock with a voting right equivalent to 300 votes of common stock for each share of Series B held. In the event that two or more shareholders who combined own more than 20% of the outstanding common stock enter into an agreement for the purpose of acquiring, holding, voting or disposing of any voting securities of the Company, then the holders of Series B, as a class, shall be issued three shares of common stock for every share of common stock outstanding. In the event of liquidation, the holders of Series B shall be issued one share of common stock for every 300 shares of Series B.

 

On January 27, 2015, the Company issued the CEO 4,000,000 shares of Series A Preferred Stock of the Company as settlement for $40,000 of accrued wages, which were valued based on the market price of the equivalent number of common shares on the date of issuance of $0.0026 per share, which resulted in a gain on settlement of accrued wages of $39,792, which was recorded as contributed capital in the accompanying condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2015.

 

On February 6, 2015, the Company issued a consultant 250,000 shares of Series A Preferred Stock of the Company for service provided. The shares were valued based on the market price of the equivalent number of common shares on date of issuance of $0.0045 per share or $1,125.

 

Common Stock

 

On March 20, 2015 the Board of Directors of the Company unanimously adopted resolutions approving an increase in the number of authorized shares of our common stock, par value $0.0001 per share, to a total of 4,000,000,000 authorized shares.

 

On June 19, 2012, the Company issued an aggregate of 500,000 shares of common stock at $3.00 per share in connection with a consulting agreement entered into with a director. The value of the shares was $1,500,000 (based on the fair value of the common stock on the measurement date) and was recorded as prepaid consulting to be amortized over the service period of twelve months in accordance with the terms of the contract. On October 31, 2012, the Company modified the terms of the consulting agreement to extend the service period for an additional four years or a total of fifty-five months. During the three months ended March 31, 2015 and 2014, the Company amortized $42,969, in general and administrative expense in the accompanying condensed consolidated statements of operations.

 

On January 31, 2013, the Company entered into an agreement with a consultant to provide certain services, including financial management and strategy, establishing strategic partnerships, sales and marketing, business development services, and ongoing strategic business consulting as requested by the Company for a period of one year. In exchange, the Company issued the consultant 320,000 shares of common stock. The value of the shares was $640,000, which was computed based on 320,000 shares at $2.00 per share price. In accordance with relevant accounting guidance, the value of the non-forfeitable shares of common stock was recorded as prepaid consulting to be amortized over the service period of twelve months. The Company amortized $0 and $53,333, respectively, in general and administrative expenses in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014.

 

On February 15, 2013, the Company entered into an agreement with a consultant to provide strategic planning services, business development introductions, and other consulting services to the Company for a period of one year. In exchange, the Company issued the consultant 1,000,000 shares of common stock. The value of the shares was $2,000,000, which was computed based on 1,000,000 shares at a $2.00 per share price. In accordance with relevant accounting guidance, the value of the non-forfeitable shares of common stock was recorded as prepaid consulting to be amortized over the service period of twelve months. The Company amortized $0 and $250,000, respectively, in general and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2015 and 2014.

  

During the year ended December 31, 2014, the Company entered into agreements with consultants to provide business development and other consulting services to the Company for a periods ranging from twelve to fifteen months. In exchange, the Company issued the consultants an aggregate of 2,066,444 shares of the Company’s common stock. The value of the shares was $239,964 upon grant, which was computed based on the shares issued at the closing price on the effective date of the related agreements. In accordance with related accounting guidance, the value of the non-forfeitable shares of common stock was recorded as prepaid consulting to be amortized over the related service periods (through December 2015). The Company amortized $98,991 in general and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2015.

 

 

During three month ended March 31, 2015, various holders of convertible note payable converted $147,296 in principal and $5,106 of accrued and unpaid interest into 230,861,588 shares of the Company’s common stock (see note 6).

 

During the three months ended March 31, 2015, the Company issued an aggregate of 4,608,242 shares of its common stock to various individuals for consulting and other services rendered in the aggregate amount of $31,500.

 

Warrants

 

The following represents a summary of all common stock warrant activity for the three months ended March 31, 2015:

 

		Outstanding Common Stock Warrants
		Number of Shares				Weighted Average Exercise Price				Aggregate Intrinsic Value (1)
Outstanding at December 31, 2014 (2)			1,067,185			$	0.16			$	2,250,002
Grants			-				-
Exercised			-				-
Cancelled/Expired			-				-
Outstanding and exercisable at March 31, 2015 (2)			1,067,185			$	0.16			$	-

 

	(1)	Represents the difference between the exercise price and the estimated fair value of the Company’s common stock at the end of the reporting period.
	(2)	The common stock warrants outstanding and exercisable as of March 31, 2015 and December 31, 2014 have a weighted-average contractual remaining life of 3.3 years and 3.9 years, respectively.

 

In January 2014, the Company issued a Secured Promissory Note to an individual in the amount of $300,000 (See Note 6). In connection with this note, the Company issued a warrant to purchase 25,000 shares of the Company’s Series A Preferred Stock at a price of $1.50 per share with an expiration date of January 2017. As of March 31, 2015, all of these preferred stock warrants are outstanding.

 

NOTE 9 - RELATED PARTY TRANSACTIONS

 

The Company was party to a management fee agreement with Alliance Acquisition Corp. (“Alliance”). At March 31, 2015, Brian Altounian (“Altounian”), CEO, owned approximately 34% of Alliance. Alliance provided the Company with general business support services, including, but not limited to, the following: providing executive and administrative level support, general office support, investor relations assistance, human resource assistance, financial and accounting assistance, legal support, office equipment and office space. From time to time Alliance would advance the Company capital and pay expenses on behalf of the Company. Additionally, from time to time, the Company would advance Alliance capital and pay expenses on behalf of Alliance. The monthly fee was $5,000 for the period from November 2011 through June 2013. Based on the decline in business and required support by the Company, the management fee was terminated effective July 1, 2013.

 

The following table summarizes the activity between the Company and Alliance during the three months ended March 31, 2015:

 

Management fee payable – December 31, 2014		$	667
Management fee			-
Advances to/payments on behalf of the Company			-
Payments to/on behalf of Alliance			-
Management fee payable - March 31, 2015		$	677

 

 

Alliance and Altounian have ownership interests in Akyumen Technologies, Corp. (“Akyumen”). At March 31, 2015 and December 31, 2014, Alliance and Altounian owned less than 1% of Akyumen individually and collectively. During the three months ended March 31, 2015, Akyumen provided certain software development and technology related services to the Company for $250,000. Such costs were expensed to general and administrative expense in the accompanying consolidated statement of operations. In addition, Akyumen engaged the Company for an advertising campaign on the Company’s websites. The advertising campaign was for $150,000 for the period April 1, 2014 through March 31, 2015. The Company recorded $25,000 in advertising revenue for the three months ended March 31, 2015 in the accompanying consolidated statements of operations.

 

On January 27, 2015, the Company issued the CEO 4,000,000 shares of Series A Preferred Stock of the Company as settlement for $40,000 of accrued wages, which were valued based on the market price of the equivalent number of common shares on the date of issuance of $0.0026 per share, which resulted in a gain on settlement of accrued wages of $39,792, which was recorded as contributed capital in the accompanying condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2015.

 

NOTE 10 - COMMITMENTS AND CONTINGENCIES

 

Royalties

 

In connection with certain of the Company’s acquisitions, the Company has entered into various royalty agreements (see Note 5). Royalty payments related to acquisitions range from 10% to 100% of related revenue, as summarized below:

 

	●	Wowio, LLC - 20% of related revenue until all purchase price consideration has been satisfied, then 10% of related revenue through perpetuity.
	●	Duck - 10% of related revenue until all purchase price consideration has been satisfied, with no subsequent royalty amounts due.
	●	SDE - 100% of related revenue until all purchase price consideration has been satisfied, with no subsequent royalty amounts due.

 

Additionally, the Company enters into royalty agreements with the authors of the eBooks included on its websites, which call for royalty payments based on various percentages of revenues earned, less processing fees and in the case of Sponsored Downloads, a fixed price per download.

 

Employment Agreements

 

The Company is party to an employment agreement with its Chief Executive Officer, which expires in March 2016, with an automatic renewal period of two years unless otherwise terminated. The employment agreement requires annual base salary payments of approximately $300,000 per year. In addition, the executive is entitled to bonuses in amounts based on various factors, including but not limited to the Company’s financial performance, amount of financing received and producer fee credits. Pursuant to the agreement, if the executive is terminated without cause, he is entitled to receive an amount equal to six months of his annual base salary.

 

 

Indemnities and Guarantees

 

During the normal course of business, the Company has made certain indemnities and guarantees under which the Company may be required to make payments in relation to certain transactions. These indemnities include certain agreements with its officers under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. In connection with the Company’s acquisitions, the parties have agreed to indemnify each other from claims relating to the acquisition agreements. In connection with the Company’s publisher agreements, the parties have agreed to indemnify each other from certain claims relating to the agreements. The duration of these indemnities and guarantees varies, and in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments we may be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liability has been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.

 

Legal

 

In October 2013, a former employee filed a complaint against the Company and its CEO, seeking past due wages of $57,096, damages and attorney’s fees. The Company has accrued the amount of past due wages in its consolidated financial statements and although this lawsuit is subject to the uncertainties inherent in the litigation process, based on the information presently available to the Company, management does not believe the ultimate resolution of this lawsuit will have an adverse material effect on the Company’s financial condition, results of operations or cash flows.

 

In the normal course of business, the Company may become involved in various legal proceedings. The Company knows of no pending or threatened legal proceeding to which the Company is or will be a party that, if successful, might result in material adverse change in the Company’s business, properties or financial condition.

 

NOTE 12 – WITHHELD PAYROLL TAXES

 

Since its inception, the Company made several payments to employees for wages that were net of state and federal income taxes. Due to cash constraints, the Company has not yet remitted all of these withheld amounts to the appropriate government agency. Accordingly, the Company has recorded $346,096 and $345,214, related to this obligation in accrued compensation and related costs in the accompanying condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively, including estimated penalties and interest.

 

NOTE 13 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events after the balance sheet date and based upon its evaluation, management has determined that no subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto other than as disclosed in the accompanying notes.

 

Subsequent to March 31, 2015, through May 15, 2015, holders of certain convertible notes payable converted $70,420 in principal and accrued and unpaid interest into 688,574,769 shares of the Company’s common stock.

 

Equity Purchase Agreement

 

On April 2, 2015, the Company entered into the Equity Purchase Agreement with Premier Venture Partners, LLC. Pursuant to the terms and provisions of the Equity Purchase Agreement, for a period of forty-eight (48) months commencing on the execution date of the agreement. The Company will create a new series of Preferred Shares, Series C, as an obligation in this Agreement (the “Shares”). The Shares will be nonvoting, accrue dividends in Series C Shares at a rate of 8% per annum, and have a Liquidation Value of $1,000 plus accrued dividends. Premier Venture shall commit to purchase up to 5,000 of the Company’s Series C Preferred Shares, at a purchase price of $1,000 per share (subject to adjustment, as defined). The Company can make its first Purchase Request on the date that is the earlier to occur of the following: (i) the effective date of the Registration Statement (as defined below) and (ii) 192 days after the Execution Date. The Company shall issue to Premier Venture Partners 300 Series C Shares as Commitment Shares. In connection with the Equity Purchase Agreement, the Company entered into the Registration Rights Agreement with Premier Venture. Pursuant to the terms and provisions of the Registration Rights Agreement, the Company is obligated to use all commercially reasonable efforts to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission to cover the Shares within thirty (30) days from the date of execution of the Registration Rights Agreement. The Company must use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the Securities and Exchange Commission.

 

Business Advisory & Consulting Agreement

 

On April 2, 2015, the Company entered into a Consulting agreement with Goldbird Limited (“Consultants”) for business advisory services over a one year term. The Company will create a new series of Preferred Shares, Series D, as an obligation in this Agreement (the “Preferred D Shares”). The Preferred D Shares will be non-voting and will have a conversion feature into shares of the Company’s Common Stock at a conversion price of $0.0001. As consideration for providing these consulting services over the one year term, the Company has agreed to issue 40,000 shares of Company’s Series D Preferred Shares.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This Quarterly Report contains forward-looking statements. Statements that are not purely historical may be forward-looking. You can identify some forward-looking statements by the use of words such as “believes,” “anticipates,” “expects,” “intends” and similar expressions. Forward looking statements involve inherent risks and uncertainties regarding events, conditions and financial trends that may affect our future plans of operation, business strategy, results of operations and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to risks relating to the uncertainty of growth in market acceptance for our technology, a history of losses since inception, our ability to remain competitive in response to new technologies, the costs to defend, as well as risks of losing, patents and intellectual property rights, a reliance on our future customers’ ability to develop and sell products that incorporate our technology, our customer concentration and dependence on a limited number of customers, the uncertainty of demand for our technology in certain markets, the length of a product development and release cycle, our ability to manage growth effectively, our dependence on key members of our management and development team, uncertainty regarding expansion or other corporate transactions and our ability to obtain adequate capital to fund future operations, For a discussion of these and other factors that could cause actual results to differ from those contemplated in the forward-looking statements, please see the discussion under “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in our other publicly available filings with the Securities and Exchange Commission. Forward-looking statements reflect our analysis only as of the filing date of this quarterly report. Actual events or results may differ materially from the results discussed in or implied by the forward-looking statements. We do not undertake any responsibility to update or revise any of these factors or to announce publicly any revisions to forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

The following Management’s Discussion and Analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and consolidated financial statements for the year ended December 31, 2014 included in our Annual Report on Form 10-K.

 

Overview

 

WOWIO, Inc. (“WOWIO”, “we”, “us”, “our” or the “Company”) is a Los Angeles-based digital media company with an eBook distribution platform. The Company owns a proprietary patent that provides for the specific process for inserting ads into eBooks while adding both personalization and an anti-theft identifier, positioning WOWIO as a participant in the growing eBook distribution arena. In addition to its ownership of this patent, the Company has completed the development of a mobile application (“mobile app”) that will allow for the insertion of mobile ads in eBooks read on a mobile device. During the 2nd quarter of 2014, the Company began to focus its efforts primarily in the area of technology development in order to take advantage of the opportunity to exploit its proprietary patent and build additional proprietary technologies in the eBook and mobile ad space. As such, the Company is currently in the early stages of development of a mobile advertising network that will provide WOWIO additional proprietary technology and a unique vertically integrated technology solution that will generate revenues for the company through ad-subsidized eBooks. Management believes that the Company can generate additional revenues by creating an enterprise-level mobile ad delivery platform, utilizing the unique position represented by the patent and other technologies currently being developed.

 

Using our eBook distribution platform as the anchor, the digital media side of our business includes the creation, distribution, marketing, and monetization of “published” material, such as books, comic books, illustrated novels and graphic novels, as well as other digital media productions, including web series, eBooks, eComics, graphic novels and branded entertainment which we provide to digital and traditional media channels, such as film and television. Management believes that its enterprise-level mobile ad delivery platform will offer new revenue opportunities by delivering ads to these digital media products. Our operations are conducted through four main divisions: 1) wowio.com, the eBook distribution platform with a unique pricing model, that takes advantage of our proprietary patent, 2) StudioW digital media, the production entity that creates online and off-line brand-expansion entertainment properties and programs for our content, 3) Carthay Circle Publishing, Inc. which was created to develop our catalog of new and original content to exploit across our various consumer-facing properties, and 4) the technology development group, focused on new revenue-generating technologies.

 

Our business began as a web-based eBook store in 2005, and was re-launched in early 2010 with a new design and new business model that included advertising revenue-generating opportunities. In 2010, as part of our initial focus on digital media content development, we acquired a library of comic books, novels, graphic novels, and screenplays to distribute on our eBook platform as well as to market and promote across other web properties that we also acquired and built in 2010. That same year, we were granted a broad patent that allows for the insertion of advertising into eBooks delivering a new revenue stream for eBook publishers and authors. We believe this patent could provide us with a competitive advantage in the highly competitive eBook distribution market. Since 2010, we have broadened our operational focus to include the services of a digital media studio, which operates as StudioW, and in September 2012, we formed Carthay, a digital publishing entity, for the purpose of identifying and acquiring unpublished content for exploitation and “brand-building” across the digital and traditional media landscape. In the 2nd quarter of 2014, the Company learned that the digital advertising market in general and the mobile advertising market specifically is projected to grow more than any other advertising segment in the United States, per a study conducted and published by eMarketer, dated June, 2014. According to this study, mobile advertising is projected to grow from 6% of overall advertising in 2013 to 26% by 2018, with mobile advertising projected to exceed $58.33 Billion in 2018. Based on these projections, the Company is focusing its efforts on technology development in order to use its proprietary patent and take advantage of projected growth of mobile advertising over the next 5 years.

 

 

On the digital media side of the business, through wowio.com, we currently distribute both company-owned and 3 rd -party-owned eBooks and eComics, generating revenues through eBook and eComics sales transactions. Approximately 87% of the content we distribute through wowio.com is owned by third parties. We currently generate revenues through the insertion of advertising in eBooks. To date, such advertising campaigns have not utilized our proprietary patented technology, but we anticipate such use in the future as we release our mobile app and further develop the enterprise-level ad platform. We currently generate revenues through online advertising on the wowio.com website and we anticipate generating revenues through advertising on our mobile app as well. Through StudioW, we create and produce our own content such as online videos, generating revenues through pre-roll video ads and additional online advertising on our content-oriented websites TheDuck Webcomics, PopGalaxy and our branded YouTube channels. Through Carthay, we intend to publish our own library of material as eBooks and eComics, which we will distribute on our own wowio.com site as well as distribute through other eBook distribution platforms, generating revenues through eBook sales transactions. We intend for approximately 50% of the content from Carthay to be original material created by the Company and approximately 50% to be from third parties. In addition to generating revenues through eBook/eComics sales, we intend to license our content library for exploitation across traditional media outlets such as film and television. We intend to license our patent to other eBook distribution platforms, though we have not yet begun to do so.

 

WOWIO owns a library of books and generates income from the retail sales thereof. We typically sell WOWIO-branded eBooks for $0.99 each. We also offer digital content and eBooks provided by third party publishers to consumers for free when advertising campaigns are available. If the eBook or digital content does not contain an advertising campaign, then we offer the eBook to the consumer at a retail price selected by the publisher and the Company receives an allowance for administration and credit card processing charges, for which we hold back approximately 10% - 30% of the retail price. When there has been a sponsorship advertising campaign, we have charged the sponsor between $1.00 and $3.00 a book and we have paid the publisher between $0.25 - $0.50 per book depending on the length of the book and we keep the remaining portion. We anticipate altering these sponsorship fees and publisher royalty fees to be more in line with mobile ad offerings once we release a final version of the mobile app. EBook sales not tied to advertising campaigns are intended to draw traffic to our websites, so that we can profitably sell advertising on our websites, and are also intended to draw publishers, so that we can seek to enter into additional advertising campaigns for the eBooks sold on our websites.

 

EBook sponsorship ad campaigns are ads inserted into eBooks. To date, such ad campaigns have not utilized our patented technology, but we anticipate such use in the future. Currently, advertising campaigns are represented as book “sponsorships” where the ad is presented in the eBook as a digital book cover. These ads are the first two pages of the book and the last page in the file. The digital book covers are personalized with the reader’s name (which the reader has provided to the Company by registering with us to use the site) and include hyperlink connections to the advertiser’s website as well as static copy. This personalization makes every eBook downloaded a unique and original file. The full use of the patent will include this personalization but the selection of the advertisement will be dependent on and matched to the specific user profile of the reader such that all ads will be unique to the reader, will be placed at various locations within the eBook in addition to the front and back eBook cover and will match the reader’s preferences, profile, online behavior, or other unique identifying characteristics.

 

Advertisements that appear on the website and mobile app are separate revenue streams and are not related to the insertion of ads into eBooks. There have been occasions where an advertiser has requested category-specific ads to appear on the website as well as within the eBooks in a particular category. For example, Adam & Eve received one month of advertising placement on the “Romance” category on the website as part of a larger eBook sponsorship campaign in addition to ads within the eBooks in that category as sponsorships as described above. Generally, however, website advertising revenues are generated from more traditional web advertising networks such as Gorilla Nation, Burst Media and other network ad providers placing ads on webpages independent of the content.

 

The revenues we earn have not been adequate to support our operations. We have supplemented our revenue with the proceeds from offerings of our debt and equity securities. Where possible, we have also paid expenses by issuing shares of our common stock to conserve our cash. We expect that our operating expenses will continue to exceed our revenues for at least the next 9 to 12 months, and possibly longer. If we cannot raise the funds necessary to pay our operating expenses, we may be required to severely curtail, or even to cease our operations.

 

The Company owes certain contingency royalty payments, which will affect its enjoyment of revenue and its ability to become profitable. In particular, the Company has outstanding obligations remaining from the initial acquisition agreements of certain properties and owes contingency royalty payments to the sellers. The Company will be required to pay these obligations out of revenues, ranging from 10% to 100% until the acquisition costs are completed. For Wowio.com, we owe a total of approximately $1.5 million to the seller Platinum Studios, payable as a royalty of 20% of related revenue until all purchase price consideration has been satisfied. After we have completed paying the acquisition balance, we will pay Platinum Studios a royalty of 10% of related revenue in perpetuity. For The Duck Webcomics site, we owe a total of approximately $650,000, including a current payable of $150,000, with the remaining $500,000 payable as a royalty of 10% of related revenue until all purchase price consideration has been satisfied. After we have completed paying the acquisition balance, there will be no further obligation owed on this asset. For the Spacedog library, we will pay a royalty of 100% of related revenue, net of direct expenses, for all Spacedog assets acquired until the entire purchase price consideration of $500,000 has been satisfied. After we have paid such contingency royalty in full, there will be no further obligation owed on this asset.

 

As set forth above, all of the Company’s royalty payment obligations, except with respect to the 10% royalty payment which we will owe in perpetuity to Platinum Studios, are finite. The Company did not make any royalty payments during the three months ended March 31, 2015 and 2014.

 

WOWIO’s principal place of business is located at 626 North Doheny Drive, West Hollywood, California, 90069.

 

 

Plan of Operations

 

Our business goals are to increase audience size and procure greater market share in the eBook distribution industry as well as create additional technologies that enhance our Company’s position within that space. On the digital media side of our business, we anticipate possible acquisition opportunities that will enable us to increase our capabilities in the creation, distribution and monetization of traditional content including films, television shows, and books, and digital content such as eBooks, eComics, graphic novels, online video content, casual games, apps and enhanced and blended media formats, utilizing our own proprietary distribution platforms and proprietary ad delivery platforms to generate revenues.

 

Traditional media creators have generally focused on a primary distribution window with subsequent distribution in secondary outlets. Our strategy allows us to work around the limitations of this model’s short time frames and high marketing costs. StudioW utilizes a multi-window, day/date release strategy, giving the consumer repeated, overlapping opportunities to discover the content, thus building a “relationship” with the story, the characters, the universe or the brand.

 

We intend to expand our business through the acquisition of creative properties, the acquisition of synergistic technology platforms and capabilities, the establishment of business-to-business partnerships, the development of our consumer-facing brands, and further technology development that will provide enhanced distribution platforms for creators, target monetization pathways for advertisers, and provide a unique user experience for our audience.

 

We have access to creators, content libraries, and various distribution avenues, providing a unique opportunity and monetization path for us to become an entertainment studio that will focus on digital media across platforms and business units within the organization. We intend to generate revenues through original and branded content development, licensing deals, strategic partnerships, app and eBook sales, and online and mobile advertising revenues.

 

The chief initiatives we intend to undertake within the next year in order to accomplish these near-term business goals include: 1) increase our sales staff by 2-4 people to increase the ad-insertion campaigns on the site, which will increase revenues, traffic and transactions; 2) increase our technical staff by 2-4 people and launch the new wowio.com site, the mobile app and other planned technology development by creating apps and other new technology initiatives in the eBook and digital media areas; 3) increase our content development team by 1 or 2 people to develop and create original content to be published through our Carthay label, increasing our library of content by at least 10 to 15 new titles for exploitation; 4) increase our social media team by 1 or 2 to help build brand awareness across all of the WOWIO-owned sites and to support the marketing/sales efforts of Carthay; and 5) increase our marketing and promotional team by 1 or 2 people to support sales efforts across all platforms. We anticipate overhead expenses to support these efforts to increase to approximately $3.0 million to $5.0 million over the next 12 - 18 months.

 

We expect to generate future revenue by licensing both our patent rights and our creative intellectual property. We expect to re-launch a multi-channel eBook delivery platform in a newly-designed wowio.com site during the second quarter of 2015. We also anticipate launching our mobile app across various platforms, including the release of our app on the Android operating system at the same time, and the Apple operating system (iOS) and the Microsoft Windows Mobile platforms during the second half of 2015. We also anticipate releasing an enterprise-level mobile ad delivery platform during the second half of 2015. With this new platform, we expect to increase online visibility by connecting to other related sites through Application Programming Interfaces (APIs) that will allow us to engage with the audience of partner sites. With a broader audience reach and more attractive product offering, our goal is to increase our revenues through increased sales of eBooks and ad revenues generated from the expected higher traffic. Through our Carthay subsidiary, we expect to generate increased revenues as we anticipate higher revenue participation as a publisher, earning 30-50% of revenues as opposed to merely a distributor, earning 10-20% of revenues. Finally, we also anticipate increasing revenues through the licensing of our patent, a process we are beginning to undertake as the advertising community has just started to see the eBook distribution channel as a viable alternative to other content distribution outlets.

 

We are also exploring potential acquisitions of synergistic companies with related product lines or business strategies that could possibly support or enhance our current plan of operations. Our evaluation of these potential acquisition targets would include analysis of their financial information to determine that they would be accretive to our revenue streams and assets.

 

Critical Accounting Policies

 

General

 

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

We believe that the accounting policies described below are critical to understanding our business, results of operations and financial condition because they involve more significant judgments and estimates used in the preparation of our consolidated financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and any changes in the different estimates that could have been used in the accounting estimates that are reasonably likely to occur periodically could materially impact our consolidated financial statements.

 

Our most critical accounting policies and estimates that may materially impact our results of operations include:

 

 

Revenue Recognition Policy

 

The Company recognizes revenues in accordance with FASB Accounting Standards Codification (“ASC”) Topic 605, which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (4) will be based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or for which services have not been rendered or are subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or services have been rendered or no refund will be required.

 

The Company’s primary revenues sources are as follows:

 

eBooks

 

For eBook downloads purchased by the customer directly through the Company’s website, the Company recognizes revenue when the right to download content is granted. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount. Generally, the Company records such revenues on a net basis due to a general lack of indicators that the Company is the primary obligor primarily due to the Company’s lack of ability to determine price. Typically for these sales, the Company’s net revenues consist of a credit card processing fee along with the majority of the advertising fee when there is an advertisement or an ad sponsor. Occasionally, the Company sells download cards to retailers and directly to end customers, which are redeemable on its websites for content downloads over an established time frame. The Company records proceeds from the initial sale of the card to deferred revenue, which is included in accounts payable and accrued expenses in the accompanying balance sheets, and is recognized over the related download period, which approximates the usage period.

 

Advertising

 

Visitor demographics and time spent on a website are the primary drivers behind advertising-based revenue models for internet properties. Website advertising revenue is primarily recognized on a flat-fee basis based on cost per thousand impressions (“CPM”). The Company earns CPM revenue from the display of graphical advertisements on its websites. Revenue from flat-fee services is based on a customer’s period of contractual service and is recognized on a straight-line basis over the term of the contract. At the end of March 2014, the Company signed an insertion order for display advertising across all of the Company’s sites with Akyumen Technologies to advertise Akyumen’s proprietary mobile hardware devices. The insertion order provides that Akyumen an aggregate of $150,000 (as amended) during the final three quarters of 2014. As of December 2014, the Company received $150,000 in advertising revenues from Akyumen related to this order for advertising.

 

Patent Licensing

 

The Company owns Patent No. 7,848,951, issued by the USPTO on December 7, 2010, protecting the method for insertion of specifically targeted advertisements into eBooks. The scope of our patent covers (i) two methods for providing individuals with a plurality of electronic books containing targeted advertising; and (ii) an apparatus for providing one or more subscribers with a plurality of electronic books containing specifically targeted advertising. The Company intends to pursue patent licensing arrangements with eBook distribution outlets looking to create new revenue streams for eBook downloads. The Company will also pursue any violators who infringe on the patent’s claims, ultimately generating license revenues on a per-book or per-ad basis.

 

Revenue from patent licensing arrangements is recognized when earned, estimable and realizable. The timing of revenue recognition is dependent on the terms of each license agreement and on the timing of sales of licensed products. The Company generally recognizes royalty revenue when it is reported to the Company by its licensees, which is generally one quarter in arrears from the licensees’ sales. For licensing fees that are not determined by the number of licensed units sold, the Company recognizes license fee revenue on a straight-line basis over the life of the license.

 

Creative IP Licensing

 

The Company also generates revenues from the exploitation of WOWIO’s own proprietary content of creative material such as comic books, graphic novels, screenplays, and other published and non-published content. The WOWIO-owned Spacedog library is available for sale on wowio.com and the Company retains 90% of all sales for that content library.

 

The Company’s content also generates nominal revenues from licensing stories/characters/concepts to studios and other producing partners. Licensing deals that may generate revenue for the Company include film option/acquisition fees, television option/acquisition fees, video game licensing, content licensing for apps, apparel and merchandise licensing.

 

 

Cost of sales includes royalty payments made to the authors of the eBooks included on its websites, which call for royalty payments based on various percentages of revenues earned, less processing fees and in the case of sponsored downloads, a fixed price per download.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, provisions for uncollectible notes receivable, fair value of common stock and warrants issued, fair value of beneficial conversion features, fair value of derivative liability and realization of deferred tax assets. The Company bases its estimates on historical experience, knowledge of current conditions and its belief of what could occur in the future considering available information. The Company reviews its estimates on an on-going basis. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between the estimates and actual results, future results of operations will be affected.

 

Fair Value Measurements

 

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, Level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

 

The Company’s financial instruments consist of cash, notes receivable, accounts payable, accrued expenses, note payable and related party notes payable and convertible notes payable. Except for the convertible notes payable, the carrying value for all such instruments approximates fair value due to the short-term nature of the instruments. The Company cannot determine the estimated fair value of its convertible notes payable as instruments similar to the convertible notes payable could not be found.

 

The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative convertible note and warrant liabilities at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative convertible notes and warrant liabilities.

 

Beneficial Conversion Features

 

In certain instances, the Company entered into convertible notes that provide for an effective or actual rate of conversion that is below market value, and the embedded beneficial conversion feature (“BCF”) does not qualify for derivative treatment. In these instances, the Company accounts for the value of the BCF as a debt discount, which is then amortized to interest expense over the life of the related debt using the straight-line method which approximates the effective interest method.

 

Stock-Based Compensation

 

All share-based payments, including grants of stock to employees, directors and consultants, are recognized in the consolidated financial statements based upon their fair values.

 

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows ASC Topic 505. As such, the value of the applicable stock-based compensation is periodically remeasured and income or expense is recognized during the vesting terms. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is primarily recognized over the term of the consulting agreement. In accordance with FASB guidance, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes.

 

Income Taxes

 

We account for income taxes under the provision of ASC Topic 740. As of March 31, 2015 and December 31, 2014, there were no unrecognized tax benefits included in the consolidated balance sheets that would, if recognized, affect the effective tax rate. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively, and have not recognized interest and/or penalties in the statements of operations for each of the years then ended. The Company is subject to taxation in the United States, Texas and California.

 

 

Basic and Diluted Loss per Common Share

 

Basic net loss per common share is computed by dividing net loss attributable to common shareholders for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common shareholders for the period by the weighted-average number of common and common equivalent shares, such as warrants, convertible notes payable and convertible preferred stock outstanding during the period.

 

Derivative Liabilities

 

The Company evaluates debt instruments, stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

 

From time to time, the Company has issued notes with embedded conversion features and warrants to purchase common stock. Certain of the embedded conversion features and warrants contain price protection or anti-dilution features that result in these instruments being treated as derivatives. In addition, potentially in the future, the Company may have an insufficient number of available shares of common stock to settle outstanding contracts. Accordingly, the Company has estimated the fair value of these embedded conversion features, warrants, and derivatives related to the potential insufficient number of authorized shares to settle outstanding contracts using Black-Scholes.

 

Results of Operations

 

Three months ended March 31, 2015 Compared to Three months ended March 31, 2014

 

The Company has been focusing on establishing a product, customer base and related marketplace. As a result, the Company has only generated minimal amounts of revenue, which, because of their size, can fluctuate without the influence of any specific economic trend. Due to a lack of sufficient operating capital, the Company does not currently have a sales force and does not generate significant revenues. Our net sales increased by $24,140 or 1905% from $1,267 during the three months ended March 31, 2014 to $25,407 for the three months ended March 31, 2015. Our revenues were from sales of eBooks generated through our website resulting in revenues of $308 for the three months ended March 31, 2014 compared to $0 for the three months ended March 31, 2015; a increase in advertising revenue from $959 for the three months ended March 31, 2014 to $25,407 for the three months ended March 31, 2015. Cost of sales decreased by $1,966 or 18% from $9,133 for the three months ended March 31, 2014, as compared to $3,595 for the three months ended March 31, 2015. Our overall gross profit increased by $29,675 from a gross loss of $7,866 for the three months ended March 31, 2014 as compared to a gross profit of $21,809 for the three months ended March 31, 2015.

 

Our total operating expenses were $414,506 during the three months ended March 31, 2015, a decrease of $535,194 or 56%, as compared to $949,700 for the three months ended March 31, 2014.

 

Other expenses decreased by $164,085 from $40,402 for the three months ended March 31, 2014, to other income $123,683 for the three months ended March 31, 2015 due to gain from a change in fair value of derivative liabilities of $898,000, an interest expense of $316,317, and loss on extinguishment of debt of $458,000.

 

There was no income tax benefit or provision during the three months ended March 31, 2015 and 2014.

 

Liquidity and Capital Resources

 

We had cash of $0 and $552 as of March 31, 2015 and December 31, 2014, respectively.

 

We used cash of $111,232 in our operating activities during the three months ended March 31, 2015. Non-cash adjustments included $149,264 related to amortization of prepaid consulting, $0 related to the amortization of beneficial conversion features, debt discount and debt issuance costs, and the change in fair value of derivatives of $898,000. Changes in operating assets and liabilities consist of an increase in accounts payable and accrued expenses of $106,382 and a decrease in prepaid consulting and other current assets of $1,200. We used cash of $292,298 in our operating activities during the three months ended March 31, 2014. Non-cash adjustments included $353,607 related to the amortization of prepaid consulting, $3,165 related to the amortization of debt discount and debt issue costs, and interest earned on notes receivable of $13,482. Changes in operating assets and liabilities consist of increases in accounts payable and accrued expenses of $404,386 and an decrease in related party payables of $22,411. We decreased related liabilities by $37,664.

 

We had cash provided by investing activities of $0 during the three months ended March 31, 2015 and 2014.

 

 

Our financing activities provided cash of $110,680 during the three months ended March 31, 2015 compared to $300,000 during the same period in 2014. Cash provided by financing activities during the three months ended March 31, 2015, reflect net proceeds from the issuance of notes and convertible notes payable of $127,500, offset by principal payments on notes payable of $16,820. Cash provided by financing activities during the three months ended March 31, 2014, reflect net proceeds from the sale of common stock of $25,000, net proceeds from the issuance of notes payable of $305,000, offset by principal payments on notes payable of $30,000.

 

As of March 31, 2015, we had an accumulated deficit of approximately $28,000,000. Management anticipates that future operating results will continue to be subject to many of the expenses, delays and risks inherent in the establishment of an early stage business enterprise, many of which we cannot control.

 

Going Concern

 

Our consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We cannot provide assurance that we will obtain sufficient funding from financing or operating activities to support continued operations or business deployment.

 

Since our inception we have reported net losses, including losses of $290,823 and $990,102 during the three months ended March 31, 2015 and 2014, respectively. We expect that we will report net losses into the near future, until we are able to generate meaningful revenues from operations. At March 31, 2015, our accumulated deficit was approximately $28 million. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, to attain profitable operations. The Company will need to secure additional funds through various means, including equity and debt financing, funding from a licensing arrangement or any similar financing. There can be no assurance that the Company will be able to obtain additional debt or equity financing, if and when needed, on terms acceptable to the Company. Any additional equity or debt financing may involve substantial dilution to the Company’s stockholders, restrictive covenants or high interest costs. The Company’s long-term liquidity also depends upon its ability to generate revenues from the sale of its products and achieve profitability. The failure to achieve these goals could have a material adverse effect on the execution of the Company’s business plan, operating results and financial condition. The Company intends to raise additional financing.

 

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.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required for a smaller reporting company.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer who is also our principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer/principal financial officer has concluded that our disclosure controls and procedures are not effective, due to the deficiencies in our internal controls over financial reporting described below.

 

	●	We had not effectively implemented comprehensive entity-level internal controls.
	●	We did not have a sufficient complement of personnel with appropriate training and experience in accounting principles generally accepted in the United States of America, or GAAP.
	●	We did not adequately segregate the duties of different personnel within our accounting group due to an insufficient complement of staff.
	●	We did not implement financial controls that were properly designed to meet the control objectives or address all risks of the processes or the applicable assertions of the significant accounts.

 

Management believes that the aforementioned material weaknesses did not impact our financial reporting or result in a material misstatement of our financial statements.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There have no material developments to previously disclosed legal proceedings.

 

Item 1A. Risk Factors.

 

Not required for a smaller reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

In July 2014, the Company issued 75,000 shares of common stock, at a price of $0.40 per share for cash proceeds of $30,000 to an accredited investor. In July and September 2014, the Company issued an aggregate of 660,000 shares of common stock in the aggregate amount of $72,500 to two employees as a bonus. From July through September 2014, the Company issued an aggregate of 1,873,314 shares of common stock to various consultants, debt holders and service providers in settlement of certain accounts payable, debt and for services rendered in the aggregate amount of $653,066.

 

In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Item 3. Defaults Upon Senior Securities.

 

As discussed above under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as of October 31, 2014 the Company is in default on the notes payable to former employees totaling $100,902 and on 9 other notes payable totaling $640,448, which are currently due. The Company has not reached agreement with the noteholders on due date extensions.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

No.		Description
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive and Financial Officer
32.1		Section 1350 Certification of Chief Executive and Financial Officer
EX-101.INS		XBRL INSTANCE DOCUMENT
EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Wowio, Inc.
Date: May 18, 2015	By:	/s/ Brian Altounian
		Brian Altounian
		Chief Executive Officer and Chief Financial Officer (principal executive, financial and accounting officer)

 

 

 

Exhibit 31.1

 

Certifications

 

I, Brian Altounian, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of Wowio, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 18, 2015

 

/s/ Brian Altounian
Brian Altounian
CEO/CFO
Principal Executive and Financial Officer

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Wowio, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Altounian, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 18, 2015

 

/s/ Brian Altounian
Brian Altounian
Chief Executive Officer and Chief Financial Officer (principal executive and financial officer)