Document and Entity Information
Document and Entity Information - $ / shares | Nov. 08, 2018 | Sep. 30, 2018 |
Details | ||
Registrant Name | GEOSPATIAL CORP | |
Registrant CIK | 1,011,395 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | GSPH | |
Tax Identification Number (TIN) | 870,554,463 | |
Number of common stock shares outstanding | 319,743,786 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | true | |
Ex Transition Period | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State Country Name | NEVADA | |
Entity Address, Address Line One | 229 Howes Run Road | |
Entity Address, City or Town | Sarver | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 16,055 | |
City Area Code | 724 | |
Local Phone Number | 353-3400 | |
Entity Listing, Par Value Per Share | $ 0.001 |
Consolidated Balance Sheets (Se
Consolidated Balance Sheets (September 30, 2018 Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 8,132 | $ 8,357 |
Accounts receivable | 239,851 | 92,400 |
Prepaid expenses and other current assets | 90,789 | 92,081 |
Total current assets | 338,772 | 192,838 |
Property and equipment: | ||
Field equipment | 357,070 | 359,591 |
Field vehicles | 43,285 | 43,285 |
Total property and equipment | 400,355 | 402,876 |
Less: accumulated depreciation | (396,564) | (390,400) |
Net property and equipment | 3,791 | 12,476 |
Total assets | 342,563 | 205,314 |
Current liabilities: | ||
Accounts payable | 205,516 | 248,745 |
Accrued expenses | 1,312,164 | 1,231,553 |
Notes payable | 2,005,748 | 1,487,174 |
Accrued registration payment arrangement | 76,337 | 76,337 |
Total current liabilities | 3,599,765 | 3,043,809 |
Stockholders' deficit: | ||
Common Stock, Value, Issued | 319,743 | 285,830 |
Additional paid-in capital | 40,360,985 | 39,819,841 |
Additional paid-in capital, warrants | 110,800 | 170,000 |
Accumulated deficit | (44,052,375) | (43,117,811) |
Total stockholders' deficit | (3,257,202) | (2,838,495) |
Total liabilities and stockholders' deficit | 342,563 | 205,314 |
Undesignated | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series B Convertible | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series C Convertible | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | $ 3,645 | $ 3,645 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (September 30, 2018 Unaudited) - Parenthetical - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares, Issued | 319,743,786 | 285,830,452 |
Common Stock, Shares, Outstanding | 319,743,786 | 285,830,452 |
Undesignated | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series B Convertible | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series C Convertible | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 3,644,578 | 3,644,578 |
Preferred Stock, Shares Outstanding | 3,644,578 | 3,644,578 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Sales | $ 259,554 | $ 230,330 | $ 700,122 | $ 521,465 |
Cost of sales | 71,311 | 89,636 | 169,891 | 175,722 |
Gross profit | 188,243 | 140,694 | 530,231 | 345,743 |
Selling, general and administrative expenses | 299,962 | 431,480 | 1,151,087 | 1,469,427 |
Net loss from operations | (111,719) | (290,786) | (620,856) | (1,123,684) |
Interest expense | (100,060) | (89,583) | (314,338) | (235,882) |
Gain on extinguishment of debt | 0 | 0 | 0 | 13,693 |
Other income | 0 | 0 | 1,711 | 0 |
Loss on disposal of property and equipment | 0 | 0 | (1,856) | 0 |
Gain on foreign currency exchange | 775 | 0 | 775 | 0 |
Registration payment arrangements | 0 | 0 | 0 | 432,578 |
Total other income (expense) | (99,285) | (89,583) | (313,708) | 210,389 |
Net loss before income taxes | (211,004) | (380,369) | (934,564) | (913,295) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (211,004) | $ (380,369) | $ (934,564) | $ (913,295) |
Basic and fully-diluted net loss per share of common stock | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital, Warrants | Retained Earnings | Total |
Shareholders' Equity, Starting Balance at Dec. 31, 2017 | $ 3,645 | $ 285,830 | $ 39,819,841 | $ 170,000 | $ (43,117,811) | $ (2,838,495) |
Shares Outstanding, Starting Balance at Dec. 31, 2017 | 3,644,578 | 285,830,452 | ||||
Sale of common stock, net of issuance costs, Value | $ 0 | $ 16,733 | 229,267 | 0 | 0 | 246,000 |
Sale of common stock, net of issuance costs, Shares | 0 | 16,733,334 | ||||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ 7,180 | 100,520 | 0 | 0 | 107,700 |
Stock Issued During Period, Shares, Issued for Services | 0 | 7,180,000 | ||||
Exercise of warrants to purchase common stock, Value | $ 0 | $ 10,000 | 175,000 | (85,000) | 0 | 100,000 |
Exercise of warrants to purchase common stock, Shares | 0 | 10,000,000 | ||||
Issuance of convertible securities with beneficial conversion features, Value | $ 0 | $ 0 | 36,357 | 0 | 0 | 36,357 |
Issuance of convertible securities with beneficial conversion features, Shares | 0 | 0 | ||||
Issuance of warrants to purchase common stock pursuant to issuance of notes payable, Value | $ 0 | $ 0 | 0 | 25,800 | 0 | 25,800 |
Issuance of warrants to purchase common stock pursuant to issuance of notes payable, Shares | 0 | 0 | ||||
Net loss | $ 0 | $ 0 | 0 | 0 | (934,564) | (934,564) |
Shareholders' Equity Balance at Sep. 30, 2018 | $ 3,645 | $ 319,743 | $ 40,360,985 | $ 110,800 | $ (44,052,375) | $ (3,257,202) |
Shares Outstanding, Ending Balance at Sep. 30, 2018 | 3,644,578 | 319,743,786 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (934,564) | $ (913,295) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 6,829 | 31,332 |
Loss on disposal of property and equipment | 1,856 | 0 |
Amortization of deferred debt issue costs | 114,204 | 18,613 |
Amortization of discount on notes payable | 36,357 | 54,949 |
Gain on extinguishment of debt | 0 | (13,693) |
Accrued registration payment arrangement | 0 | (432,578) |
Accrued interest payable | 162,240 | 156,866 |
Stock Issued During Period, Value, Issued for Services | 107,700 | 200,000 |
Changes in operating assets and liablities: | ||
Accounts receivable | (147,451) | (126,210) |
Prepaid expenses and other current assets | 1,292 | 39,844 |
Accounts payable | (43,229) | 54,869 |
Accrued expenses | 255,664 | 327,322 |
Net cash used in operating activities | (439,102) | (601,981) |
Cash flows from investing activities: | ||
Purchase of property and equipment | 0 | (2,521) |
Net cash used in investing activities | 0 | (2,521) |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 200,000 | 0 |
Principal payments on notes payable | (107,123) | (42,153) |
Principal payments on capital lease liabilities | 0 | (2,675) |
Proceeds from sale of common stock, net of offering costs | 246,000 | 550,000 |
Proceeds from exercise of warrants to purchase common stock | 100,000 | 38,000 |
Net cash provided by financing activities | 438,877 | 543,172 |
Net change in cash and cash equivalents | (225) | (61,330) |
Cash and cash equivalents at beginning of period | 8,357 | 66,992 |
Cash and cash equivalents at end of period | 8,132 | 5,662 |
Supplemental disclosures: | ||
Cash paid during period for interest | 1,695 | 5,454 |
Cash paid during period for income taxes | 0 | 0 |
Non-cash transactions: | ||
Stock Issued During Period, Value, Issued for Services | 107,700 | 200,000 |
Issuance of common stock for registration penalty, Value | 0 | 13,200 |
Issuance of convertible securities with beneficial conversion features, Value | 36,357 | 39,132 |
Liabilities settled by issuance of notes payable | 175,653 | 51,227 |
Issuance of warrants to purchase common stock pursuant to issuance of notes payable, Value | $ 25,800 | $ 0 |
Issuance of warrants to purchase common stock for loan concessions | - | 170,000 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 1 - Basis of Presentation | Note 1 – Basis of Presentation The Unaudited Consolidated Financial Statements included herein have been prepared by Geospatial Corporation (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. Accordingly, the accompanying Unaudited Consolidated Financial Statements do not include all the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying Unaudited Consolidated Financial Statements as of and for the three and nine months ended September 30, 2018 should be read in conjunction with the Company’s Financial Statements as of and for the year ended December 31, 2017. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation of the accompanying Unaudited Consolidated Financial Statements have been included, and all adjustments, unless otherwise discussed in the Notes to the Unaudited Consolidated Financial Statements, are of a normal and recurring nature. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or any other interim periods, or any future year or period. The use of accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Consolidated Financial Statements include the accounts of the Company and its subsidiaries, Geospatial Mapping Systems, Inc. and Utility Services and Consulting Corporation, which ceased operations in 2011. All intercompany accounts and transactions have been eliminated. |
Note 2 - Accrued Expenses
Note 2 - Accrued Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 2 - Accrued Expenses | Note 2 – Accrued Expenses Accrued expenses consisted of the following: September 30, December 31, 2018 2017 Payroll and taxes $ 1,144,544 $ 1,067,197 Accounting 41,694 47,504 Contractors and subcontractors 20,794 10,227 Interest 2,843 2,243 Other 102,289 104,382 Accrued expenses $ 1,312,164 $ 1,231,553 |
Note 3 - Related Party Transact
Note 3 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 3 - Related Party Transactions | Note 3 – Related-Party Transactions The Company leases its headquarters building from Mark A. Smith, the Company’s Chairman and Chief Executive Officer. The building has approximately 3,200 square feet of office space, and is used by the Company’s corporate, technical, and operations staff. Mr. Smith has agreed to suspend collection of rent effective April 1, 2016. No rent will accrue during the suspension. The lease is cancellable by either party upon 30 days’ notice. The Company incurred no lease expense during the three and nine months ended September 30, 2018 and 2017. On November 9, 2012, the Company and Mr. Smith entered into a Lease Agreement, pursuant to which the Company leased a field vehicle from Mr. Smith. The lease was for 60 months, and was for substantially the same terms for which Mr. Smith leased the vehicle from the manufacturer. No interest expense was incurred during the three and nine months ended September 30, 2018. Interest on the lease amounted to $9 and $46 for the three and nine months ended September 30, 2017, respectively. The lease was recorded as a capital lease. The lease expired during the year ended December 31, 2017. |
Note 4 - Notes Payable
Note 4 - Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 4 - Notes Payable | September 30, 2018 December 31, 2017 Secured Promissory Note, payable to an individual, bearing interest at 15% per annum, due September 15, 2018, net of discount and deferred issuance costs. The note is convertible to common stock at the higher of 75% of the 10 day average bid price or $0.02 per share, and is secured by substantially all the assets of the Company $ 1,699,646 $ 1,455,041 Unsecured Convertible Promissory Notes, payable to two individuals, bearing interest at 15% per annum, net of deferred issuance costs. The notes are convertible at the holder’s option to common stock at $0.015 per share 205,348 - Settlement agreements with vendors, bearing no interest. 27,694 - Notes payable under settlement agreements with former employees, payable monthly with terms of up to twelve months, bearing no interest 73,060 32,133 Current notes payable $ 2,005,748 $ 1,487,174 |
Note 5 - Income Taxes
Note 5 - Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 5 - Income Taxes | Note 5 – Income Taxes The Company’s provision for (benefit from) income taxes is summarized below: Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Current: Federal $ - $ - $ - $ - State - - - - - - - - Deferred: Federal (39,552) (113,240) (175,207) (279,482) State (20,927) (35,949) (92,702) (88,725) (60,479) (149,189) (267,909) (368,207) Total income taxes (60,479) (149,189) (267,909) (368,207) Less: valuation allowance 60,479 149,189 267,909 368,207 Net income taxes $ - $ - $ - $ - The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Nine months Ended September 30, 2018 Nine months Ended September 30, 2017 Federal statutory rate 21.0% 35.0% 21.0% 35.0% State income taxes (net of federal benefit) 7.9 6.5 7.9 6.5 Valuation allowance (28.9) (41.5) (28.9) (41.5) Effective rate 0.0% 0.0% 0.0% 0.0% Significant components of the Company’s deferred tax assets and liabilities are summarized below. A valuation allowance has been established as realization of such assets has not met the more-likely-than-not threshold requirement under FASB ASC 740. September 30, 2018 December 31, 2017 Start-up costs $ 7,277 $ 12,413 Depreciation (38,106) (31,601) Accrued expenses 270,620 248,882 Net operating loss carryforward 12,261,117 12,003,305 Deferred income taxes 12,500,908 12,232,999 Less: valuation allowance (12,500,908) (12,232,999) Net deferred income taxes $ - $ - At September 30, 2018, the Company had federal and state net operating loss carryforwards of approximately $42,426,000. The federal and state net operating loss carryforwards will expire beginning in 2021 and 2026, respectively. The amount of the state net operating loss carryforward that can be utilized each year to offset taxable income is limited by federal and state law. |
Note 6 - Net Income (Loss) Per
Note 6 - Net Income (Loss) Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 6 - Net Income (Loss) Per Share of Common Stock | Note 6 – Net Income (Loss) Per Share of Common Stock Basic net income (loss) per share of common stock are computed by dividing earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share reflects per share amounts that would have resulted if dilutive potential common stock had been converted to common stock. Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all warrants and options are used to repurchase common stock at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. The following reconciles amounts reported in the financial statements: Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Nine months Ended September 30, 2018 Nine months Ended September 30, 2017 Net income (loss) $ (211,004) $ (380,369) $ (934,564) $ (913,295) Weighted average number of shares of common stock outstanding 316,231,105 274,660,162 305,154,311 257,745,741 Dilutive potential shares of common stock 316,231,105 274,660,162 305,154,311 257,745,741 Net loss per share of common stock: Basic $ (0.00) $ (0.00) $ (0.00) $ (0.00) Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) The following securities were not included in the computation of diluted net loss per share, as their effect would have been anti-dilutive: Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Series C Convertible Preferred Stock 72,891,560 72,891,560 72,891,560 75,526,216 Options and warrants to purchase common stock 8,257,065 16,018,393 8,257,065 29,147,461 Unsecured Promissory Notes 13,827,767 - 7,041,667 - Secured Promissory Note 83,512,850 56,315,086 68,761,757 34,593,939 Total 178,489,242 145,225,039 156,952,049 139,267,616 |
Note 7 - Stock-Based Payments
Note 7 - Stock-Based Payments | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 7 - Stock-Based Payments | Note 7 – Stock-Based Payments During the nine months ended September 30, 2018, the Company granted warrants to purchase 2,694,499 shares of the Company’s common stock to investors in connection with investments in the Company’s common stock. The Company also granted warrants to purchase 3,000,000 shares to lenders pursuant to the issuance of Unsecured Convertible Promissory Notes. During the nine months ended September 30, 2018, the Company granted 7,180,000 shares of the Company’s common stock to consultants in consideration for services. The Company recorded expense of $107,700, the fair value of the services received. On May 10, 2018, the Company granted options to purchase 112,000,000 shares of common stock to its officers. The options have a term of three years and are exercisable upon attainment of certain performance benchmarks. |
Note 8 - Gains on Extinguishmen
Note 8 - Gains on Extinguishment of Debt | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 8 - Gains on Extinguishment of Debt | Note 8 – Gains on Extinguishment of Debt Due to significant cash flow problems, the Company has negotiated concessions on the amounts of certain liabilities and extensions of payment terms. The Company accounts for such concessions in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 470-60, Troubled Debt Restructurings by Debtors Extinguishment of Liabilities |
Note 9 - Registration Payment A
Note 9 - Registration Payment Arrangements | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 9 - Registration Payment Arrangements | Note 9 – Registration Payment Arrangements The Company is contractually obligated to issue shares of its common stock to certain investors for failure to register shares of its common stock under the Securities Act of 1933, as amended (the “Securities Act”). The Company has recorded a liability for the estimated number of shares to be issued at the fair value of the stock to be issued. The Company measures fair value by the price of its common stock at its most recent sale. The Company reviews its estimate of the number of shares to be issued and the fair value of the stock to be issued quarterly. The liability is included on the Consolidated Balance Sheet under the heading “accrued registration payment arrangement,” and amounted to $76,337 at September 30, 2018 and December 31, 2017. Gains or losses resulting from changes in the carrying amount of the liability are included in the Consolidated Statement of Operations in other income and expense under the heading “registration payment arrangements”. The Company had no gain or loss from registration payment arrangements during the three and nine months ended September 30, 2018. The Company had gains from registration payment arrangements of $0 and $432,578 during the three and nine months, respectively, ended September 30, 2017. |
Note 2 - Accrued Expenses_ Sche
Note 2 - Accrued Expenses: Schedule of Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Accounts Payable and Accrued Liabilities | September 30, December 31, 2018 2017 Payroll and taxes $ 1,144,544 $ 1,067,197 Accounting 41,694 47,504 Contractors and subcontractors 20,794 10,227 Interest 2,843 2,243 Other 102,289 104,382 Accrued expenses $ 1,312,164 $ 1,231,553 |
Note 4 - Notes Payable_ Schedul
Note 4 - Notes Payable: Schedule of Current Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Current Notes Payable | September 30, 2018 December 31, 2017 Secured Promissory Note, payable to an individual, bearing interest at 15% per annum, due September 15, 2018, net of discount and deferred issuance costs. The note is convertible to common stock at the higher of 75% of the 10 day average bid price or $0.02 per share, and is secured by substantially all the assets of the Company $ 1,699,646 $ 1,455,041 Unsecured Convertible Promissory Notes, payable to two individuals, bearing interest at 15% per annum, net of deferred issuance costs. The notes are convertible at the holder’s option to common stock at $0.015 per share 205,348 - Settlement agreements with vendors, bearing no interest. 27,694 - Notes payable under settlement agreements with former employees, payable monthly with terms of up to twelve months, bearing no interest 73,060 32,133 Current notes payable $ 2,005,748 $ 1,487,174 |
Note 5 - Income Taxes_ Schedule
Note 5 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Current: Federal $ - $ - $ - $ - State - - - - - - - - Deferred: Federal (39,552) (113,240) (175,207) (279,482) State (20,927) (35,949) (92,702) (88,725) (60,479) (149,189) (267,909) (368,207) Total income taxes (60,479) (149,189) (267,909) (368,207) Less: valuation allowance 60,479 149,189 267,909 368,207 Net income taxes $ - $ - $ - $ - |
Note 5 - Income Taxes_ Schedu_2
Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Nine months Ended September 30, 2018 Nine months Ended September 30, 2017 Federal statutory rate 21.0% 35.0% 21.0% 35.0% State income taxes (net of federal benefit) 7.9 6.5 7.9 6.5 Valuation allowance (28.9) (41.5) (28.9) (41.5) Effective rate 0.0% 0.0% 0.0% 0.0% |
Note 5 - Income Taxes_ Schedu_3
Note 5 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | September 30, 2018 December 31, 2017 Start-up costs $ 7,277 $ 12,413 Depreciation (38,106) (31,601) Accrued expenses 270,620 248,882 Net operating loss carryforward 12,261,117 12,003,305 Deferred income taxes 12,500,908 12,232,999 Less: valuation allowance (12,500,908) (12,232,999) Net deferred income taxes $ - $ - |
Note 6 - Net Income (Loss) Pe_2
Note 6 - Net Income (Loss) Per Share of Common Stock: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Nine months Ended September 30, 2018 Nine months Ended September 30, 2017 Net income (loss) $ (211,004) $ (380,369) $ (934,564) $ (913,295) Weighted average number of shares of common stock outstanding 316,231,105 274,660,162 305,154,311 257,745,741 Dilutive potential shares of common stock 316,231,105 274,660,162 305,154,311 257,745,741 Net loss per share of common stock: Basic $ (0.00) $ (0.00) $ (0.00) $ (0.00) Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) |
Note 6 - Net Income (Loss) Pe_3
Note 6 - Net Income (Loss) Per Share of Common Stock: Schedule of Excluded Securities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Excluded Securities | Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Series C Convertible Preferred Stock 72,891,560 72,891,560 72,891,560 75,526,216 Options and warrants to purchase common stock 8,257,065 16,018,393 8,257,065 29,147,461 Unsecured Promissory Notes 13,827,767 - 7,041,667 - Secured Promissory Note 83,512,850 56,315,086 68,761,757 34,593,939 Total 178,489,242 145,225,039 156,952,049 139,267,616 |
Note 2 - Accrued Expenses_ Sc_2
Note 2 - Accrued Expenses: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Payroll and taxes | $ 1,144,544 | $ 1,067,197 |
Accounting | 41,694 | 47,504 |
Contractors and subcontractors | 20,794 | 10,227 |
Interest | 2,843 | 2,243 |
Other | 102,289 | 104,382 |
Accrued expenses | $ 1,312,164 | $ 1,231,553 |
Note 3 - Related Party Transa_2
Note 3 - Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Lease, Cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest expense on lease | $ 0 | $ 9 | $ 0 | $ 46 |
Note 4 - Notes Payable_ Sched_2
Note 4 - Notes Payable: Schedule of Current Notes Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Secured Promissory Note | $ 1,699,646 | $ 1,455,041 |
Unsecured Convertible Promissory Notes, payable to two individuals, bearing interest at 15% per annum, net of deferred issuance costs. The notes are convertible at the holder's option to common stock at $0.015 per share | 205,348 | 0 |
Settlement agreements with vendors, bearing no interest. | 27,694 | 0 |
Notes payable under settlement agreements with former employees, payable monthly with terms of up to twelve months, bearing no interest | 73,060 | 32,133 |
Current notes payable | $ 2,005,748 | $ 1,487,174 |
Note 5 - Income Taxes_ Schedu_4
Note 5 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Current: | ||||
Federal | $ 0 | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 | 0 |
Deferred: | ||||
Federal | (39,552) | (113,240) | (175,207) | (279,482) |
State | (20,927) | (35,949) | (92,702) | (88,725) |
Total income taxes | (60,479) | (149,189) | (267,909) | (368,207) |
Less: valuation allowance | 60,479 | 149,189 | 267,909 | 368,207 |
Net Income Taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Note 5 - Income Taxes_ Schedu_5
Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Federal statutory rate | 21.00% | 35.00% | 21.00% | 35.00% |
State income taxes (net of federal benefit) | 7.90% | 6.50% | 7.90% | 6.50% |
Valuation allowance | (28.90%) | (41.50%) | (28.90%) | (41.50%) |
Effective rate | 0.00% | 0.00% | 0.00% | 0.00% |
Note 5 - Income Taxes_ Schedu_6
Note 5 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Deferred Tax Assets and Liabilities, Start-up Costs | $ 7,277 | $ 12,413 |
Deferred Tax Assets and Liabilities, Depreciation | (38,106) | (31,601) |
Deferred Tax Assets and Liabilities, Accrued Expenses | 270,620 | 248,882 |
Net operating loss carryforward | 12,261,117 | 12,003,305 |
Deferred income taxes | 12,500,908 | 12,232,999 |
Less: valuation allowance | (12,500,908) | (12,232,999) |
Net deferred income taxes | $ 0 | $ 0 |
Note 6 - Net Income (Loss) Pe_4
Note 6 - Net Income (Loss) Per Share of Common Stock: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Net loss | $ (211,004) | $ (380,369) | $ (934,564) | $ (913,295) |
Weighted average number of shares of common stock outstanding | 316,231,105 | 274,660,162 | 305,154,311 | 257,745,741 |
Dilutive potential shares of common stock | 316,231,105 | 274,660,162 | 305,154,311 | 257,745,741 |
Net loss per share of common stock: | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Note 6 - Net Income (Loss) Pe_5
Note 6 - Net Income (Loss) Per Share of Common Stock: Schedule of Excluded Securities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Series C Convertible Preferred Stock | $ 72,891,560 | $ 72,891,560 | $ 72,891,560 | $ 75,526,216 |
Options and warrants to purchase common stock | 8,257,065 | 16,018,393 | 8,257,065 | 29,147,461 |
Unsecured Promissory Notes | 13,827,767 | 0 | 7,041,667 | 0 |
Secured Promissory Note | 83,512,850 | 56,315,086 | 68,761,757 | 34,593,939 |
Total | $ 178,489,242 | $ 145,225,039 | $ 156,952,049 | $ 139,267,616 |
Note 7 - Stock-Based Payments (
Note 7 - Stock-Based Payments (Details) | 9 Months Ended |
Sep. 30, 2018shares | |
Common Stock | |
Stock Issued During Period, Shares, Issued for Services | 7,180,000 |
Note 8 - Gains on Extinguishm_2
Note 8 - Gains on Extinguishment of Debt (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Gain on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 13,693 |
Note 9 - Registration Payment_2
Note 9 - Registration Payment Arrangements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Details | |||||
Accrued registration payment arrangement | $ 76,337 | $ 76,337 | $ 76,337 | ||
Registration payment arrangements | $ 0 | $ 0 | $ 0 | $ 432,578 |