Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | ORBITAL TRACKING CORP. | |
Entity Central Index Key | 1,058,307 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 12,818,172 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 217,826 | $ 65,892 |
Accounts receivable, net | 137,932 | 82,986 |
Inventory | 253,762 | 183,780 |
Unbilled revenue | 60,522 | $ 25,612 |
Prepaid expenses - current portion | 222,222 | |
Other current assets | 143,360 | $ 25,764 |
Total Current Assets | 1,035,625 | 384,034 |
Property and equipment, net | 72,593 | $ 58,413 |
Intangible Assets, net | 281,250 | |
Prepaid expenses - long-term portion | 1,820,788 | |
Total Assets | 3,210,256 | $ 442,447 |
Current Liabilities | ||
Accounts payable and accrued liabilities | $ 755,543 | 299,877 |
Deferred revenue | 28,891 | |
Related party payable | $ 114,441 | 59,308 |
Derivative liabilities | 4,594 | $ 0 |
Liabilities for discontinued operations | 112,397 | |
Total Current Liabilities | 986,975 | $ 388,076 |
Total liabilities | 986,975 | 388,076 |
Stockholders' Deficit | ||
Common Shares, $0.0001 par value; 200,000,000 shares authorized, 11,568,172 and 2,540,000 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 1,157 | 254 |
Additional paid-in capital | 3,115,554 | 1,363 |
Accumulated (deficit) earning | (902,457) | 52,728 |
Accumulated other comprehensive loss | 7,323 | (849) |
Total stockholder equity | 2,223,281 | 54,371 |
Total liabilities and stockholders' Deficit | $ 3,210,256 | $ 442,447 |
Series A Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized | ||
Preferred stock, Series B | ||
Stockholders' Deficit | ||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized | $ 1 | |
Preferred stock, Series C | ||
Stockholders' Deficit | ||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized | 334 | |
Series D Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized | 500 | |
Preferred stock, Series E | ||
Stockholders' Deficit | ||
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized | $ 871 | $ 875 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 11,568,172 | 2,540,000 |
Common stock, shares outstanding | 11,568,172 | 2,540,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Preferred stock, Series B | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares issued | 6,666 | |
Preferred stock, shares outstanding | 6,666 | |
Preferred stock, Series C | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Preferred stock, shares issued | 3,337,442 | |
Preferred stock, shares outstanding | 3,337,442 | |
Series D Preferred Stock | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | |
Preferred stock, shares outstanding | 5,000,000 | |
Preferred stock, Series E | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, shares authorized | 8,746,000 | 8,746,000 |
Preferred stock, shares issued | 8,711,000 | 8,746,000 |
Preferred stock, shares outstanding | 8,711,000 | 8,746,000 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 982,775 | $ 603,551 | $ 2,955,453 | $ 1,883,544 |
Cost of sales | 697,862 | 401,980 | 2,130,271 | 1,339,554 |
Gross profit | 284,913 | 201,571 | 825,182 | 543,990 |
Operating Expenses | ||||
Selling, general and administrative | (27,638) | 172,610 | 429,991 | 366,871 |
Salaries, wages and payroll taxes | 338,533 | (3,764) | 629,250 | 107,389 |
Professional fees | 151,603 | 939 | 409,605 | 2,989 |
Depreciation and amortization | 118,931 | 17,532 | 293,226 | 27,965 |
Total operating expenses | 581,428 | 187,317 | 1,762,072 | 505,214 |
(Loss) income before other expenses and income taxes | (296,515) | $ 14,255 | (936,890) | $ 38,777 |
Other (income) expense | ||||
Change in fair value of derivative instruments, net | (180) | (342) | ||
Interest expense | 1,075 | 3,396 | ||
Foreign currency exchange rate variance | 3,174 | $ 2,646 | 15,241 | $ 1,506 |
Total other expense | 4,069 | 2,646 | 18,295 | 1,506 |
Net (loss) income | (300,584) | 11,609 | (955,185) | 37,271 |
Net (loss) income | (300,584) | 11,609 | (955,185) | 37,271 |
Foreign currency translation adjustments | 2,530 | (4,390) | 8,172 | 2,964 |
Comprehensive (loss) Income | $ (298,054) | $ 7,219 | $ (947,013) | $ 40,235 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMON STOCKHOLDERS | ||||
Weighted average number of common shares outstanding - basic | 11,456,612 | 2,540,000 | 9,711,044 | 2,540,000 |
Weighted average number of common shares outstanding- diluted | 11,456,612 | 90,000,000 | 9,711,044 | 90,000,000 |
Basic net (loss) income per share | $ (0.03) | $ 0 | $ (0.10) | $ .02 |
Diluted net (loss) income per share | $ (0.03) | $ 0 | $ (0.10) | $ 0 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (955,185) | $ 37,271 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Change in fair value of derivative liabilities | (342) | |
Depreciation expense | 17,532 | $ 27,965 |
Amortization of intangible asset | 18,750 | |
Amortization of license fee | 166,667 | |
Stock based compensation | 149,999 | |
Amortization of prepaid expense in connection with the issuance of common stock issued for prepaid services | 53,901 | |
Imputed interest | 3,396 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (20,361) | $ (19,657) |
Inventory | (29,821) | (102,298) |
Unbilled revenue | (34,910) | (3,653) |
Other current assets | (16,710) | (22,144) |
Accounts payable and accrued expenses | 161,670 | 136,919 |
Deferred revenue | (28,891) | (18,838) |
Net Cash (used in) provided by operating activities | (477,929) | $ 35,564 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash acquired from acquisition | 30,934 | |
Purchase of property and equipment | (64,338) | $ (33,401) |
Cash paid per Share Exchange Agreement | (375,000) | |
Net cash (used in) investing activities | (408,404) | $ (33,401) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock and preferred stock sales | $ 1,097,500 | |
Repayment of Funding Circle loan | $ (4,298) | |
Repayments of note payable, related party, net | $ (67,406) | (49,278) |
Net cash provided by (used in) financing activities | 1,030,094 | (53,576) |
Effect of exchange rate on cash | 8,172 | (2,964) |
Net increase (decrease) in Cash | 151,934 | (54,377) |
Cash beginning of period | 65,892 | 78,412 |
Cash end of period | $ 217,826 | $ 24,036 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid during the period for interest | ||
Cash paid during the period for taxes | ||
NON CASH FINANCE AND INVESTING ACTIVITY | ||
Notes payable issued per Share Exchange Agreement | $ 122,536 | |
Common stock issued for intellectual property | 50,000 | |
Common stock issued for prepaid services | 153,312 | |
Common stock issued for settlement of debt | $ 175,000 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Note 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The consolidated financial statements as of December 31, 2014 have been audited by an independent registered public accounting firm. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of the Company for the year ended December 31, 2014, which are contained in Form 8-K/A as filed with the Securities and Exchange Commission on April 29, 2015. The consolidated balance sheet as of December 31, 2014 was derived from those financial statements. Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and the rules and regulations of the U.S Securities and Exchange Commission for Interim Financial Information. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of September 30, 2015, and the results of operations and cash flows for the three and nine months ended September 30, 2015 have been included. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year. Description of Business Orbital Tracking Corp. (the Company) was formerly Great West Resources, Inc., a Nevada corporation. The Company, through its wholly owned subsidiaries. Global Telesat Communications Limited (GTCL) and Orbital Satcom Corp. (Orbital Satcom) is a provider of satellite based hardware, airtime and related services both in the United States and internationally. The Companys principal focus is on growing the Companys existing satellite based hardware, airtime and related services business line and developing the Companys own tracking devices for use by retail customers worldwide. Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, preferred deemed dividend and common stock issued for services. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Companys account at this institution is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Accounts receivable and allowance for doubtful accounts The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2015 and December 31, 2014, there is an allowance for doubtful accounts of $0 and $0. Foreign Currency Translation The Companys reporting currency is US Dollars. The accounts of one of the Companys subsidiaries is maintained using the appropriate local currency, (Great British Pound) GTCL as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are deferred as a separate component of stockholders equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three and nine months ended September 30, 2015 closing rate at 1.5164 US$: GBP, average rate at 1.55048 and 1.5322 US$: GBP, for the three and nine months ended September 30, 2014 closing rate at 1.6219 US$: GBP, quarter average rate at 1.6707 and 1.66935 for the nine months ended September 30, 2014 US$, : GBP and for the year ended 2014 closing rate at 1.5576 US$: GBP, average rate at 1.6481 US$. Revenue Recognition and Unearned Revenue The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. The Companys customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Companys assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. Revenue is recognized when all of the following criteria have been met: ● Persuasive evidence of an arrangement exists. Contracts and customer purchase orders are generally used to determine the existence of an arrangement. ● Delivery has occurred. Shipping documents and customer acceptance, when applicable, are used to verify delivery. ● The fee is fixed or determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. ● Collectability is reasonably assured. We assess collectability based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customers payment history. In accordance with ASC 605-25, Revenue Recognition Multiple-Element Arrangements, Goodwill and other intangible assets In accordance with ASC 350-30-65, Intangibles - Goodwill and Others, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Property and Equipment Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the assets carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. The estimated useful lives of property and equipment are generally as follows: Years Office furniture and fixtures 4 Computer equipment 4 Website development 4 Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended September 30, 2015 and December 31, 2014 respectively. Fair value of financial instruments The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions. The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from January 1, 2015 to September 30, 2015: Conversion feature Derivative Liability Warrant liability Total Balance at January 1, 2015 $ $ $ Recapitalization on February 19, 2015 4,936 4,936 Change in fair value included in earnings (342 ) (342 ) Balance at September 30, 2015 $ $ 4,594 $ 4,594 The Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that will likely be sustained under examination. There were no adjustments related to uncertain tax positions recognized during the nine months ended September 30, 2015 and 2014, respectively. Earnings per Common Share Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (ASC 260). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. For the three and nine months ended September 30, 2014, the Company had net income, therefore weighted average number of shares dilutive are noted. For the three and nine months ending September 30, 2015, periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents during the period ended: September 30, December 31, 2015 2014 Convertible preferred stock 220,517,750 87,460,000 Stock options 2,150,000 -- Stock warrants 5,000 -- Total 222,672,750 87,460,000 Related Party Transactions A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
ORBITAL TRACKING CORP AND GLOBA
ORBITAL TRACKING CORP AND GLOBAL TELESAT COMMUNICATIONS LIMITED SHARE EXCHANGE, REVERSE ACQUISITION AND RECAPITALIZATION | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Note 2 - TRACKING CORP AND GLOBAL TELESAT COMMUNICATIONS LIMITED SHARE EXCHANGE, REVERSE ACQUISITION AND RECAPITALIZATION | On February 19, 2015, the Company entered into a Share Exchange Agreement with Global Telesat Communications Limited, For accounting purposes, this transaction is being accounted for as a reverse acquisition and has been treated as a recapitalization of Orbital Tracking Corp. with Global Telesat Communications Limited considered the accounting acquirer, and the financial statements of the accounting acquirer became the financial statements of the registrant. The completion of the Share Exchange resulted in a change of control. The Share Exchange was accounted for as a reverse acquisition and re-capitalization. The GTCL Shareholders obtained approximately 39% of voting control on the date of Share Exchange. GTCL was the acquirer for financial reporting purposes and the Orbital Tracking Corp. was the acquired company. The consolidated financial statements after the acquisition include the balance sheets of both companies at historical cost, the historical results of GTCL and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization. As part of agreement, OTC shareholders retained 5,383,172 shares of the Common Stock, 20,000 shares of series A Convertible Preferred Stock, 6,666 shares of series B Convertible Preferred Stock, 1,197,442 shares of series C Convertible Preferred Stock and 5,000,000 shares of series D Convertible Preferred Stock. Property and equipment $ 4,973 Accounts receivable 34,585 Cash in bank 30,934 Prepaid expenses 2,219,677 Inventory 40,161 Intangible asset 250,000 Current liabilities (469,643 ) Due to related party (2,174 ) Derivative liability (4,936 ) Liabilities of discontinued operations (112,397 ) Total purchase price/assets acquired $ 1,991,180 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Note 3 - STOCKHOLDERS' (DEFICIT) | Preferred Stock As of September 30, 2015, there were 20,000,000 shares of Preferred Stock authorized. As of September 30, 2015, there were 20,000 shares of Series A Convertible Preferred Stock authorized and 0 shares issued and outstanding, due to the conversion of 20,000 shares of Series A into 20,000 shares of common stock. As of September 30, 2015, there were 30,000 shares of Series B Convertible Preferred Stock authorized and 6,666 shares issued and outstanding. As of September 30, 2015, there were 4,000,000 shares of Series C Convertible Preferred Stock authorized and 3,337,442 shares issued and outstanding. As of September 30, 2015, there were 5,000,000 shares of Series D Convertible Preferred Stock authorized and 5,000,000 shares issued and outstanding. As of September 30, 2015, there were 8,746,000 shares of Series E Convertible Preferred Stock authorized and 8,711,000 shares issued and outstanding, due to the conversion of 35,000 shares of Series E into 350,000 shares of common stock. Common Stock As of September 30, 2015, there were 200,000,000 shares of Common Stock authorized and 11,568,172 shares issued and outstanding. On February 19, 2015, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation for the Series E Convertible Preferred Stock, setting forth the rights, powers, and preferences of the Series E Convertible Preferred Stock. Pursuant to the Certificate of Designation, the Company designated shares of its blank check preferred stock as Series E Convertible Preferred . Each share of Series E Preferred has a stated value equal to its par value of $0.0001 per share. In the event of a liquidation, dissolution or winding up of the Company, . The Series E Preferred is convertible into ten (10) shares of the Companys common stock. Each share of Series E Preferred Stock entitles the holder to vote on all matters voted on by holders of common stock as a single class. With respect to any such vote, each share of Series E Preferred Stock entitles the holder to cast ten (10) votes per share of Series E Preferred Stock owned at the time of such vote, subject to the 4.99% beneficial ownership limitation. On February 19, 2015, the Company entered into a Share Exchange Agreement (the Exchange Agreement) with Global Telesat Communications Limited, On February 19, 2015, David Phipps, the founder, principal owner and sole director of GTCL, was appointed President of Orbital Satcom Corp., the Companys wholly owned subsidiary. Following the transaction, Mr. Phipps was appointed Chief Executive Officer and Chairman of the Board of Directors of the Company. Mr. Phipps, who was one of the GTCL Shareholders, received 400,000 shares of the Companys common stock and 6,692,000 shares of Series E Preferred Stock in connection with the Share Exchange of GTCL shares, and was paid the Cash Payment and the Note. The Company also paid Mr. Phipps an additional $25,000 at closing as compensation for transition services previously provided by him to the Company in anticipation of the Share Exchange. On February 19, 2015, the Company issued an aggregate of 1,675,000 shares of common stock to certain current consultants, former consultants and employees. These shares consist of (i) 250,000 shares of common stock issued to a consultant as compensation for services relating to the provision of satellite tracking hardware and related services, sales and lead generation, valued at $12,500 (ii) 1 million shares of common stock issued to a consultant as compensation for the design and delivery of dual mode gsm/Globalstar Simplex tracking devices and related hardware and intellectual property, valued at $50,000 (iii) 250,000 shares of common stock, subject to a one year lock up, issued to the Companys controller, valued at $12,500 and (iv) 175,000 shares of common stock issued to MJI in full satisfaction of outstanding debts of $175,000. MJI agreed to sell only up to 5,000 shares per day and the Company has a nine month option to repurchase these shares at a purchase price of $0.75 per share. On February 19, 2015, the Company issued to Mr. Rector, the former Chief Executive Officer, Chief Financial Officer and director of the Company, 850,000 shares of the Companys common stock and a seven year option to purchase 2,150,000 shares of common stock as compensation for services provided to the Company. The options have an exercise price of $0.05 per share, were fully vested on the date of grant and shall expire in February 2022. The Company valued these common shares at the fair value of $0.05 per common share based on the sale of common stock in a private placement at $0.05 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $42,500. The 2,150,000 options were valued on the grant date at approximately $0.05 per option or a total of $107,500 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.05 per share (based on the sale of common stock in a private placement), volatility of 380%, expected term of 7 years, and a risk free interest rate of 1.58%. In connection with the stock option grant, the Company recorded stock based compensation for the three and nine months ended September 30, 2015 of $107,500. On February 19, 2015, the Company sold an aggregate of 550,000 units at a per unit purchase price of $2.00, in a private placement to certain accredited investors for gross proceeds of $1,100,000. Each unit consists of: forty (40) shares of the Companys common stock or, at the election of any purchaser who would, as a result of purchase of units become a beneficial owner of five (5%) percent or greater of the outstanding common stock of the Company, four (4) shares of the Companys Series C Convertible Preferred Stock, par value $0.0001 per share, with each share convertible into ten (10) shares of common stock. The 550,000 units sale included 15,000 units consisting of an aggregate of 600,000 shares of common stock and 535,000 units consisting of an aggregate of 2,140,000 shares of Series C Convertible Preferred Stock. Included in this 550,000 units private placement was a sale to Frost Gamma Investments Trust, a holder of 5% or more of its securities, of an aggregate of 450,000 units of its securities, with 15,000 units consisting of 40 shares of common stock per unit and 435,000 units consisting of 4 shares of its Series C Convertible Preferred Stock per unit at a purchase price of $2.00 per unit for gross proceeds to the Company of $900,000. Immediately prior to the closing of the private placement, the Company filed an amendment to the Certificate of Designation of Rights and Preferences of its Series C Convertible Preferred Stock, increasing the authorized shares of Series C Preferred Stock to 4,000,000 from 3,000,000. On June 18, 2015, the Company issued an aggregate of 150,000 shares of common stock valued at $0.79 per share, or $118,500 to a marketing consultant as compensation for services, which is amortized over the period of service. On July 15, 2015, the Company issued an aggregate of 200,000 shares of common stock upon conversion of 20,000 shares of Series Series E Preferred Stock held by the Chief Executive Officer. On July 24, 2015, the Company issued an aggregate of 20,000 shares of common stock upon conversion of 20,000 shares of Series A Preferred Stock held by a former majority shareholder of the company. On August 3, 2015, the Company issued and aggregate of 63,825 shares of common stock upon the conversion of 6,382.50 shares of Series E Preferred Stock. On August 4, 2015, the Company issued and aggregate of 5,325 shares of common stock upon the conversion of 532.50 shares of Series E Preferred Stock. On August 5, 2015, the Company issued and aggregate of 5,850 shares of common stock upon the conversion of 585 shares of Series E Preferred Stock. On September 1, 2015, the Company issued and aggregate of 73,800 shares of common stock upon the conversion of 7,380 shares of Series E Preferred Stock. On September 8, 2015, the Company issued and aggregate of 1,200 shares of common stock upon the conversion of 120 shares of Series E Preferred Stock. On October 1, 2015, the Company issued and aggregate of 73,800 shares of common stock upon the conversion of 7,380 shares of Series E Preferred Stock. On October 5, 2015, the Company issued and aggregate of 400,000 shares of common stock upon the conversion of 20,000 shares of Series D Preferred Stock. On October 8, 2015, the Company issued an aggregate of 400,000 shares of common stock upon conversion of 20,000 shares of Series D Preferred Stock held by beneficial shareholder of the company. On October 20, 2015, the Company issued an aggregate of 300,000 shares of common stock upon conversion of 15,000 shares of Series D Preferred Stock held by beneficial shareholder of the company. On November 2, 2015, the Company issued and aggregate of 73,800 shares of common stock upon the conversion of 7,380 shares of Series E Preferred Stock. On November 5, 2015, the Company issued and aggregate of 1,200 shares of common stock upon the conversion of 120 shares of Series E Preferred Stock. Stock Options 2014 Equity Incentive Plan On January 21, 2014, the Board approved the adoption of a 2014 Equity Incentive Plan (the 2014 Plan). The purpose of the 2014 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The 2014 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Companys employees, officers, directors and consultants. Pursuant to the terms of the 2014 Plan, either the Board or a board committee is authorized to administer the plan, including by determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Unless earlier terminated by the Board, the Plan shall terminate at the close of business on January 21, 2024. Up to 226,667 shares of common stock are issuable pursuant to awards under the 2014 Plan, as adjusted in a single adjustment for an issuance no later than sixty (60) days following the date of shareholder approval of the Plan in connection with (i) a private placement of the Companys securities in which the Corporation receives gross proceeds of at least $1,000,000 and (ii) an acquisition of at least 50 mining leases and/or claims in the Holbrook Basin. On February 19, 2015, the Company issued to Mr. Rector, the former Chief Executive Officer, Chief Financial Officer and director of the Company, a seven year option to purchase 2,150,000 shares of common stock as compensation for services provided to the Company. The options have an exercise price of $0.05 per share, were fully vested on the date of grant and shall expire in February 2022. The 2,150,000 options were valued on the grant date at approximately $0.05 per option or a total of $107,500 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.05 per share (based on the sale of common stock in a private placement), volatility of 380%, expected term of 7 years, and a risk free interest rate of 1.58%. In connection with the stock option grant, the Company recorded stock based compensation for the three and nine months ended September 30, 2015 of $0 and $107,500, respectively. A summary of the status of the Companys outstanding stock options and changes during the nine months ended September 30, 2015 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2015 $ Recapitalization at February 19, 2015 2,150,000 0.05 6.4 Granted Exercised Forfeited Cancelled Balance outstanding at September 30, 2015 2,150,000 $ 0.05 6.4 Options exercisable at September 30, 2015 2,150,000 $ 0.05 6.4 Weighted average fair value of options granted during the period $ 0.05 Stock options outstanding at September 30, 2015 as disclosed in the above table have approximately $1.6 million of intrinsic value at the end of the period. Stock Warrants A summary of the status of the Companys outstanding stock warrants and changes during the nine months ended September 30, 2015 is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2015 $ Recapitalization at February 19, 2015 171,666 3.77 1.61 Granted Exercised Forfeited (166,666) 3.75 Cancelled Balance outstanding at September 30, 2015 5,000 $ 4.50 1.61 The following table summarizes the Companys stock warrants outstanding at September 30, 2015: Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding at September 30, 2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable at September 30, 2015 Weighted Average Exercise Price 4.50 5,000 1.61 Years 4.50 5,000 4.50 $ 4.50 5,000 1.61 Years $ 4.50 5,000 $ 4.50 |
PREPAID LICENSE FEES
PREPAID LICENSE FEES | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Note 4 - PREPAID LICENSE FEES | Amortization of prepaid license fees is included in general and administrative expenses as reflected in the accompanying consolidated statements of operations. Amortization expense for the nine months ended September 30, 2015 was $172,913. Prepaid license fees current and long-term portion amounted to $222,222 and $1,820,788 at September 30, 2015, respectively, and are included in prepaid expenses. Future amortization of prepaid license fees is as follows: September 30, 2016 $ 222,222 2017 222,222 2018 222,222 2019 222,222 2020 and thereafter 1,154,122 Total $ 2,043,010 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Note 5 - INTANGIBLE ASSETS | On February 19, 2015, the Company purchased an intangible asset valued at $50,000 for 1,000,000 shares of common stock. Amortization of customer contracts will be included in general and administrative expenses. The Company began amortizing the customer contracts in January 2015. Amortization expense for the three and nine months ended September 30, 2015 was $6,250 and $18,750, respectively. Future amortization of intangible assets is as follows: 2015 $ 6,250 2016 25,000 2017 25,000 2018 25,000 2019 and thereafter 150,000 Total $ 231,250 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Note 6 - PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: September 30, December 31, 2015 2014 Office furniture and fixtures $ 84,261 $ 69,411 Computer equipment 19,716 11,155 Website development 84,814 42,283 188,791 122,849 Less accumulated depreciation (116,198 ) (64,436 ) Total $ 72,593 $ 58,413 Depreciation expense was $24,393 and $53,908 for the three and nine months ended September 30, 2015, respectively. For the three and nine months ended September 30, 2014 depreciation expense was $17,532 and $27,965, respectively. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Note 7 - INVENTORIES | At September 30, 2015 and December 31, 2014, inventories consisted of the following: September 30, December 31, 2015 2014 Finished goods $ 253,762 $ 183,780 Less reserve for obsolete inventory - - Total $ 253,762 $ 183,780 For the nine months ended September 30, 2015 and the year ended December 31, 2014, the Company did not make any change for reserve for obsolete inventory. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Note 8 - RELATED PARTY TRANSACTIONS | The Company has received financing from the Companys Chief Executive Officer. No formal repayment terms or arrangements existed prior to February 19, 2015, when as part of the Share Exchange Agreement, the Company entered into a note with David Phipps where the stockholder loans bear no interest and are due February 19, 2016. The accounts payable due to related party includes advances for inventory due to David Phipps. Total payments due to David Phipps as of September 30, 2015 and December 31, 2014 are $114,441 and $59,308, respectively. Also, as part of the Share Exchange Agreement entered into on February 19, 2015, Mr. Phipps received a payment of $25,000 as compensation for transition services that he provided. The Company employs three individuals who are related to Mr. Phipps, of which earned gross wages totaled $52,378 and $110,639, for the three and nine months ended September 30, 2015, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 9 - COMMITMENTS AND CONTINGENCIES | Consulting Agreement On December 10, 2014, the Company entered into a two year agreement with a consultant to assist the Company with . The Company agreed to pay the consultant an aggregate of Employment Agreements On February 19, 2015, Orbital Satcom entered into an employment agreement with Mr. Phipps, whereby Mr. Phipps agreed to serve as the President of Orbital Satcom for a period of two years, subject to renewal, in consideration for an annual salary of $180,000. Additionally, under the terms of the employment agreement, Mr. Phipps shall be eligible for an annual bonus if the Company meets certain criteria, as established by the Board of Directors. Mr. Phipps remains the sole director of GTCL following the closing of the Share Exchange. Mr. Phipps and the Company entered into an Indemnification Agreement at the closing. The Company entered into an employment agreement with Ms. Carlise on September 9, 2015. The agreement has a term of one year, and shall automatically be extended for additional terms of one year each. The agreement provides for an annual base salary of $72,000. In addition to the base salary Ms. Carlise shall be eligible to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors and shall be eligible for grants of awards under stock option or other equity incentive plans of the Company. Litigation From time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of business. The Company is not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which the Company is a party or to which any of the Companys properties is subject, which would reasonably be likely to have a material adverse effect on the Companys business, financial condition and operating results. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 10 - DERIVATIVE LIABILITIES | In September 2008, a FASB approved guidance related to the determination of whether a freestanding equity-linked instrument should be classified as equity or debt under the provisions of FASB ASC Topic No. 815-40, Derivatives and Hedging Contracts in an Entitys Own Stock. The adoption of this requirement will affected accounting for convertible instruments and warrants with provisions that protect holders from declines in the stock price (down-round provisions). Warrants with such provisions are no longer recorded in equity and are reclassified as a liability. Instruments with down-round protection are not considered indexed to a companys own stock under ASC Topic 815, because neither the occurrence of a sale of common stock by the company at market nor the issuance of another equity-linked instrument with a lower strike price is an input to the fair value of a fixed-for-fixed option on equity shares. In connection with the issuance of its 6% convertible debentures and related warrants, the Company has determined that the terms of the convertible warrants include down-round provisions under which the exercise price could be affected by future equity offerings. Accordingly, the warrants are accounted for as liabilities at the date of issuance and adjusted to fair value through earnings at each reporting date. The Company has recognized derivative liabilities of $4,594 and $0 at September 30, 2015 and December 31, 2014, respectively. The gain (loss) resulting from the decrease in fair value of this convertible instrument was $(163) and $ (325) for the three and nine months ended September 30, 2015, respectively. The Company used the following assumptions for determining the fair value of the convertible instruments granted under the Black-Scholes option pricing model: September 30, 2015 Expected volatility 323 % Expected term - years 1.61 Risk-free interest rate 0.64 % Expected dividend yield 0 % |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Note 11 - CONCENTRATIONS | Customers: No customer accounted for 10% or more of the Companys revenues during the nine months ended September 30, 2015 and 2014. Suppliers: The following table sets forth information as to each supplier that accounted for 10% or more of the Companys purchases for the nine months ended September 30, 2015 and 2014. September 30, 2015 September 30, 2014 Company A $ 300,212 15.9 % $ 137,753 10.3 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Note 12 - SUBSEQUENT EVENTS | On December 10, 2014 the Company, through its wholly owned subsidiary, Orbital Satcom Corp, entered into a License Agreement with World Surveillance Group, Inc., and its wholly owned subsidiary, Global Telestat Corp, by which the Company had an irrevocable non-exclusive license to use certain equipment, consisting of Appliques for a term of ten years. Appliques are demodulator and RF interfaces located at various ground stations for gateways. The Company issued 2,222,222 common shares, valued at $1 per share based on the quoted trading price on date of issuance, or $2,222,222. The company reflected the license as a asset on its balance sheet with a ten year amortization, the term of the license. As of September 30, 2015, there was an unamortized balance of $2,043,010 in regards to the licenses. On On October 1, 2015, the Company issued and aggregate of 73,800 shares of common stock upon the conversion of 7,380 shares of Series E Preferred Stock. On October 5, 2015, the Company issued and aggregate of 400,000 shares of common stock upon the conversion of 20,000 shares of Series D Preferred Stock. On October 8, 2015, the Company issued an aggregate of 400,000 shares of common stock upon conversion of 20,000 shares of Series D Preferred Stock held by beneficial shareholder of the company. On October 20, 2015, the Company issued an aggregate of 300,000 shares of common stock upon conversion of 15,000 shares of Series D Preferred Stock held by beneficial shareholder of the company. On November 2, 2015, the Company issued and aggregate of 73,800 shares of common stock upon the conversion of 7,380 shares of Series E Preferred Stock. On November 5, 2015, the Company issued and aggregate of 1,200 shares of common stock upon the conversion of 120 shares of Series E Preferred Stock. |
BASIS OF PRESENTATION AND SUM18
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and the rules and regulations of the U.S Securities and Exchange Commission for Interim Financial Information. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of September 30, 2015, and the results of operations and cash flows for the three and nine months ended September 30, 2015 have been included. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year. |
Description of Business | Orbital Tracking Corp. (the Company) was formerly Great West Resources, Inc., a Nevada corporation. The Company, through its wholly owned subsidiaries. Global Telesat Communications Limited (GTCL) and Orbital Satcom Corp. (Orbital Satcom) is a provider of satellite based hardware, airtime and related services both in the United States and internationally. The Companys principal focus is on growing the Companys existing satellite based hardware, airtime and related services business line and developing the Companys own tracking devices for use by retail customers worldwide. |
Use of Estimates | In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, preferred deemed dividend and common stock issued for services. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Companys account at this institution is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. |
Accounts receivable and allowance for doubtful accounts | The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2015 and December 31, 2014, there is an allowance for doubtful accounts of $0 and $0. |
Foreign Currency Translation | The Companys reporting currency is US Dollars. The accounts of one of the Companys subsidiaries is maintained using the appropriate local currency, (Great British Pound) GTCL as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are deferred as a separate component of stockholders equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three and nine months ended September 30, 2015 closing rate at 1.5164 US$: GBP, average rate at 1.55048 and 1.5322 US$: GBP, for the three and nine months ended September 30, 2014 closing rate at 1.6219 US$: GBP, quarter average rate at 1.6707 and 1.66935 for the nine months ended September 30, 2014 US$, : GBP and for the year ended 2014 closing rate at 1.5576 US$: GBP, average rate at 1.6481 US$. |
Revenue Recognition and Unearned Revenue | The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. The Companys customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Companys assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. Revenue is recognized when all of the following criteria have been met: ● Persuasive evidence of an arrangement exists. Contracts and customer purchase orders are generally used to determine the existence of an arrangement. ● Delivery has occurred. Shipping documents and customer acceptance, when applicable, are used to verify delivery. ● The fee is fixed or determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. ● Collectability is reasonably assured. We assess collectability based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customers payment history. In accordance with ASC 605-25, Revenue Recognition Multiple-Element Arrangements, |
Goodwill and other intangible assets | In accordance with ASC 350-30-65, Intangibles - Goodwill and Others, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. |
Property and Equipment | Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the assets carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. The estimated useful lives of property and equipment are generally as follows: Years Office furniture and fixtures 4 Computer equipment 4 Website development 4 |
Impairment of long-lived assets | The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended September 30, 2015 and December 31, 2014 respectively. |
Fair value of financial instruments | The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions. The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from January 1, 2015 to September 30, 2015: Conversion feature Derivative Liability Warrant liability Total Balance at January 1, 2015 $ $ $ Recapitalization on February 19, 2015 4,936 4,936 Change in fair value included in earnings (342 ) (342 ) Balance at September 30, 2015 $ $ 4,594 $ 4,594 The Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. |
Stock Based Compensation | Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. |
Income Taxes | The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that will likely be sustained under examination. There were no adjustments related to uncertain tax positions recognized during the nine months ended September 30, 2015 and 2014, respectively. |
Earnings per Common Share | Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (ASC 260). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. For the three and nine months ended September 30, 2014, the Company had net income, therefore weighted average number of shares dilutive are noted. For the three and nine months ending September 30, 2015, periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents during the period ended: September 30, December 31, 2015 2014 Convertible preferred stock 220,517,750 87,460,000 Stock options 2,150,000 -- Stock warrants 5,000 -- Total 222,672,750 87,460,000 |
Related party transactions | A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Recent Accounting Pronouncements | Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
BASIS OF PRESENTATION AND SUM19
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Estimated useful life of property and equipment | Years Office furniture and fixtures 4 Computer equipment 4 Website development 4 |
Reconciliation of the derivative liability measured at fair value | Conversion feature Derivative Liability Warrant liability Total Balance at January 1, 2015 $ $ $ Recapitalization on February 19, 2015 4,936 4,936 Change in fair value included in earnings (342 ) (342 ) Balance at September 30, 2015 $ $ 4,594 $ 4,594 |
Dilutive securities | September 30, December 31, 2015 2014 Convertible preferred stock 220,517,750 87,460,000 Stock options 2,150,000 -- Stock warrants 5,000 -- Total 222,672,750 87,460,000 |
ORBITAL TRACKING CORP AND GLO20
ORBITAL TRACKING CORP AND GLOBAL TELESAT COMMUNICATIONS LIMITED SHARE EXCHANGE, REVERSE ACQ AND RECAPITALIZATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition | Property and equipment $ 4,973 Accounts receivable 34,585 Cash in bank 30,934 Prepaid expenses 2,219,677 Inventory 40,161 Intangible asset 250,000 Current liabilities (469,643 ) Due to related party (2,174 ) Derivative liability (4,936 ) Liabilities of discontinued operations (112,397 ) Total purchase price/assets acquired $ 1,991,180 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Outstanding stock options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2015 $ Recapitalization at February 19, 2015 2,150,000 0.05 6.4 Granted Exercised Forfeited Cancelled Balance outstanding at September 30, 2015 2,150,000 $ 0.05 6.4 Options exercisable at September 30, 2015 2,150,000 $ 0.05 6.4 Weighted average fair value of options granted during the period $ 0.05 |
Stock warrants outstanding | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2015 $ Recapitalization at February 19, 2015 171,666 3.77 1.61 Granted Exercised Forfeited (166,666) 3.75 Cancelled Balance outstanding at September 30, 2015 5,000 $ 4.50 1.61 |
Warrants outstanding by exercise price | Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding at September 30, 2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable at September 30, 2015 Weighted Average Exercise Price 4.50 5,000 1.61 Years 4.50 5,000 4.50 $ 4.50 5,000 1.61 Years $ 4.50 5,000 $ 4.50 |
PREPAID LICENSE FEES (Tables)
PREPAID LICENSE FEES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Future amortization of prepaid license fees | September 30, 2016 $ 222,222 2017 222,222 2018 222,222 2019 222,222 2020 and thereafter 1,154,122 Total $ 2,043,010 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Future amortization of intangible assets | 2015 $ 6,250 2016 25,000 2017 25,000 2018 25,000 2019 and thereafter 150,000 Total $ 231,250 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | September 30, December 31, 2015 2014 Office furniture and fixtures $ 84,261 $ 69,411 Computer equipment 19,716 11,155 Website development 84,814 42,283 188,791 122,849 Less accumulated depreciation (116,198 ) (64,436 ) Total $ 72,593 $ 58,413 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | September 30, December 31, 2015 2014 Finished goods $ 253,762 $ 183,780 Less reserve for obsolete inventory - - Total $ 253,762 $ 183,780 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Assumptions for fair value of convertible instruments granted under Black-Scholes option pricing model | September 30, 2015 Expected volatility 323 % Expected term - years 1.61 Risk-free interest rate 0.64 % Expected dividend yield 0 % |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration risk | September 30, 2015 September 30, 2014 Company A $ 300,212 15.9 % $ 137,753 10.3 % |
BASIS OF PRESENTATION AND SUM28
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Furniture and Fixtures [Member] | |
Estimated useful life | 4 years |
Computer Equipment [Member] | |
Estimated useful life | 4 years |
Website Development [Member] | |
Estimated useful life | 4 years |
BASIS OF PRESENTATION AND SUM29
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | |
Balance at Beginning of Period | $ 0 | $ 0 | |
Recapitalization | 4,936 | ||
Change in fair value included in earnings | $ (163) | (325) | |
Balance at End of Period | 4,594 | $ 4,594 | |
Conversion Feature Derivative Liability | |||
Balance at Beginning of Period | |||
Recapitalization | |||
Change in fair value included in earnings | |||
Warrant Liability | |||
Balance at Beginning of Period | $ 4,594 | ||
Recapitalization | $ 4,936 | ||
Change in fair value included in earnings | (342) | ||
Balance at End of Period | $ 4,594 |
BASIS OF PRESENTATION AND SUM30
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Dilutive common stock equivalents | 222,672,750 | 87,460,000 |
Convertible Preferred Stock [Member] | ||
Dilutive common stock equivalents | 220,517,750 | 87,460,000 |
Stock Option [Member] | ||
Dilutive common stock equivalents | 2,150,000 | |
Stock Warrant [Member] | ||
Dilutive common stock equivalents | 5,000 |
BASIS OF PRESENTATION AND SUM31
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) |
Insurance by the FDIC, maximum | $ 250,000 | ||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 12,291 |
Foreign current translation rates | 1.5164 | 1.5576 | 1.6219 |
Minimum [Member] | |||
Foreign current translation rates | 1.5322 | 1.66935 | |
Maximum [Member] | |||
Foreign current translation rates | 1.55048 | 1.6707 | |
Weighted Average Exercise Price | |||
Foreign current translation rates | 1.6481 |
ORBITAL TRACKING CORP AND GLO32
ORBITAL TRACKING CORP AND GLOBAL TELESAT COMMUNICATIONS LIMITED SHARE EXCHANGE, REVERSE ACQ AND RECAP (Details) | Sep. 30, 2015USD ($) |
Business Combinations [Abstract] | |
Property and equipment | $ 4,973 |
Accounts receivable | 34,585 |
Cash in bank | 30,934 |
Prepaid expenses | 2,219,677 |
Inventory | 40,161 |
Intangible asset | 250,000 |
Current liabilities | (469,643) |
Due to related party | (2,174) |
Derivative liability | (4,936) |
Liabilities of discontinued operations | (112,397) |
Total purchase price/assets acquired | $ 1,991,180 |
ORBITAL TRACKING CORP AND GLO33
ORBITAL TRACKING CORP AND GLOBAL TELESAT COMMUNICATIONS LIMITED SHARE EXCHANGE, REVERSE ACQ. AND RECAP (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Date of merger | Feb. 19, 2015 | ||
Shares issued for business acquisition | 2,540,000 | ||
Cash payment for acquisition | $ 375,000 | ||
Note issued for acquisition | $ 122,536 | ||
Orbital Tracking [Member] | |||
Common stock held | 5,383,172 | ||
Preferred stock, Series E | |||
Shares issued for business acquisition | 8,746,000 | ||
Preferred stock held | 8,711,000 | 8,746,000 | |
Series A Preferred Stock | |||
Preferred stock held | |||
Series A Preferred Stock | Orbital Tracking [Member] | |||
Preferred stock held | 20,000 | ||
Preferred stock, Series B | |||
Preferred stock held | 6,666 | ||
Preferred stock, Series B | Orbital Tracking [Member] | |||
Preferred stock held | 6,666 | ||
Preferred stock, Series C | |||
Preferred stock held | 3,337,442 | ||
Preferred stock, Series C | Orbital Tracking [Member] | |||
Preferred stock held | 1,197,442 | ||
Series D Preferred Stock | |||
Preferred stock held | 5,000,000 | ||
Series D Preferred Stock | Orbital Tracking [Member] | |||
Preferred stock held | 5,000,000 |
STOCKHOLDERS' EQUITY (DEFICIT34
STOCKHOLDERS' EQUITY (DEFICIT) (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Option activity | |
Balance at beginning of period | |
Recapitalization at February 19, 2015 | 2,150,000 |
Granted | |
Exercised | |
Forfeited | |
Cancelled | |
Options, Outstanding, Number | 2,150,000 |
Options, Exercisable, Number | 2,150,000 |
Stock option/warrant outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Recapitalization at February 19, 2015 | $ / shares | $ .05 |
Stock option/warrant outstanding, Weighted Average Exercise Price, Granted | $ / shares | |
Stock option/warrant outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.05 |
Stock option/warrant outstanding, Weighted Average Exercise Price, Exercisable, Ending Balance | $ / shares | 0.05 |
Weighted average fair value of options granted during the period | $ / shares | $ 0.05 |
Recapitalization at February 19, 2015 | 6 years 4 months 24 days |
Weighted Average Remaining Contractual Life (Years), outstanding | 6 years 4 months 24 days |
STOCKHOLDERS' EQUITY (DEFICIT35
STOCKHOLDERS' EQUITY (DEFICIT) (Details 1) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Warrants | |
Balance at beginning of period | shares | |
Recapitalization at February 19, 2015 | shares | 171,666 |
Granted | shares | |
Exercised | shares | |
Forfeited | shares | (166,666) |
Cancelled | shares | |
Options, Outstanding, Number | shares | 5,000 |
Stock option/warrant outstanding, Weighted Average Exercise Price, Beginning Balance | |
Recapitalization at February 19, 2015 | $ 3.77 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | $ 3.75 |
Weighted Average Exercise Price, Cancelled | |
Weighted average fair value of options granted during the period | $ 4.50 |
Recapitalization at February 19, 2015 | 1 year 7 months 10 days |
Weighted Average Remaining Contractual Life (Years), outstanding | 1 year 7 months 10 days |
STOCKHOLDERS' EQUITY (DEFICIT36
STOCKHOLDERS' EQUITY (DEFICIT) (Details 2) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Warrants outstanding at end of period | shares | 245,000 |
Weighted Average Remaining Contractual Life | 1 year 7 months 10 days |
Warrant $4.50 [Member] | |
Warrant exercise price | $ 4.50 |
Warrants outstanding at end of period | shares | 5,000 |
Weighted Average Remaining Contractual Life | 1 year 7 months 10 days |
Weighted Average Exercise Price | $ 4.50 |
Number exercisable at end of period | shares | 5,000 |
Weighted Average Exercise Price | $ 4.50 |
Warrant $4.50 One[Member] | |
Warrant exercise price | $ 4.50 |
Warrants outstanding at end of period | shares | 5,000 |
Weighted Average Remaining Contractual Life | 1 year 7 months 10 days |
Weighted Average Exercise Price | $ 4.50 |
Number exercisable at end of period | shares | 5,000 |
Weighted Average Exercise Price | $ 4.50 |
STOCKHOLDERS' EQUITY (DEFICIT37
STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 11,568,172 | 2,540,000 |
Common stock, shares outstanding | 11,568,172 | 2,540,000 |
Share based compensation, shares issuable | 5,000 | |
Stock options, value | $ 260,000 | |
Warrants outstanding at end of period | 245,000 | |
Private placement units sold | 10,000,000 | |
Private placement unit price | $ 2 | |
Gross proceeds from private placement | $ 500,000 | |
Common shares issued in Private Placement | 8,000,000 | |
Series A Preferred Stock | ||
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Preferred stock, Series B | ||
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock par value | $ .0001 | $ 0.0001 |
Preferred stock, shares issued | 6,666 | |
Preferred stock, shares outstanding | 6,666 | |
Preferred stock, Series C | ||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Preferred stock par value | $ .0001 | $ 0.0001 |
Preferred stock, shares issued | 3,337,442 | |
Preferred stock, shares outstanding | 3,337,442 | |
Series D Preferred Stock | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ .0001 | $ 0.0001 |
Preferred stock, shares issued | 5,000,000 | |
Preferred stock, shares outstanding | 5,000,000 | |
Preferred stock, Series E | ||
Preferred stock, shares authorized | 8,746,000 | 8,746,000 |
Preferred stock par value | $ .0001 | $ 0.0001 |
Preferred stock, shares issued | 8,711,000 | 8,746,000 |
Preferred stock, shares outstanding | 8,711,000 | 8,746,000 |
Issuance 1 [Member] | ||
Shares issued for serices | 150,000 | |
Shares issued for services, value | $ 118,500 | |
Shares issued, per share price | $ .79 | |
Issuance 2 [Member] | ||
Shares issued upon conversion | 200,000 | |
Shares converted | 20,000 | |
Issuance 3 [Member] | ||
Shares issued upon conversion | 200,000 | |
Shares converted | 20,000 | |
Issuance 4 [Member] | ||
Shares issued upon conversion | 20,000 | |
Shares converted | 20,000 | |
Issuance 5 [Member] | ||
Shares issued upon conversion | 63,825 | |
Shares converted | 6,382 | |
Issuance 6 [Member] | ||
Shares issued upon conversion | 5,325 | |
Shares converted | 532 | |
Issuance 7 [Member] | ||
Shares issued upon conversion | 5,850 | |
Shares converted | 585 | |
Issuance 8 [Member] | ||
Shares issued upon conversion | 73,800 | |
Shares converted | 7,380 | |
Issuance 9 [Member] | ||
Shares issued upon conversion | 1,200 | |
Shares converted | 120 | |
Issuance 10 [Member] | ||
Shares issued upon conversion | 73,800 | |
Shares converted | 7,380 | |
Issuance 11 [Member] | ||
Shares issued upon conversion | 1,200 | |
Shares converted | 120 | |
Issuance 12 [Member] | ||
Shares issued upon conversion | 400,000 | |
Shares converted | 20,000 | |
Issuance 13 [Member] | ||
Shares issued upon conversion | 400,000 | |
Shares converted | 20,000 | |
Issuance 14 [Member] | ||
Shares issued upon conversion | 300,000 | |
Shares converted | 15,000 | |
Issuance 15 [Member] | ||
Shares issued upon conversion | 73,800 | |
Shares converted | 7,380 | |
Issuance 16 [Member] | ||
Shares issued upon conversion | 1,200 | |
Shares converted | 120 | |
2014 Plan | ||
Share based compensation, shares issuable | 226,667 | |
Stock options, value | $ 1,600,000 |
PREPAID LICENSE FEES (Details)
PREPAID LICENSE FEES (Details) | Jun. 30, 2015USD ($) |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
2,016 | $ 222,222 |
2,017 | 222,222 |
2,018 | 222,222 |
2,019 | 222,222 |
2020 and thereafter | 1,154,122 |
Total | $ 2,043,010 |
PREPAID LICENSE FEES (Details N
PREPAID LICENSE FEES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Amortization expense | $ 172,913 | |
Prepaid expenses, current | 222,222 | |
Prepaid expenses, noncurrent | $ 1,820,788 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,015 | $ 6,250 |
2,016 | 25,000 |
2,017 | 25,000 |
2,018 | 25,000 |
2019 and thereafter | 150,000 |
Total | $ 231,250 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 6,250 | $ 18,750 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Office furniture and fixtures | $ 84,261 | $ 69,411 |
Computer equipment | 19,716 | 11,155 |
Website development | 84,814 | 42,283 |
Property and equipment, gross | 188,791 | 122,849 |
Less accumulated depreciation | (116,198) | (64,436) |
Total | $ 72,593 | $ 58,413 |
PROPERTY AND EQUIPMENT (Detai43
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 24,393 | $ 53,908 | $ 17,532 | $ 27,965 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 253,762 | $ 183,780 |
Less reserve for obsolete inventory | ||
Total | $ 253,762 | $ 183,780 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Phipps [Member] - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Payable to related party | $ 114,441 | $ 114,441 | $ 59,308 |
Compensation | $ 52,378 | ||
Related Party [Member] | |||
Compensation | $ 110,639 |
DERIVATIVE INSTRUMENTS (Detail
DERIVATIVE INSTRUMENTS (Details) | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Derivative Instruments Details | |
Expected volatility | 323.00% |
Expected term - years | 1 year 7 months 10 days |
Risk-free interest rate (annual) | 0.64% |
Expected dividend yield | $ 0 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | |||
Derivative liabilities | $ 4,594 | $ 4,594 | $ 0 |
Gain (loss) resulting from increase in fair value of convertible instrument | $ (163) | $ (325) |
CONCENTRATIONS - (Details)
CONCENTRATIONS - (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Risks and Uncertainties [Abstract] | ||
Concentration risk | 15.90% | 10.30% |
Purchases | $ 300,212 | $ 137,753 |
CONCENTRATIONS - (Details Narra
CONCENTRATIONS - (Details Narrative) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Risks and Uncertainties [Abstract] | ||
Concentration risk | 10.00% | 10.00% |
Uncategorized Items - trkk-2015
Label | Element | Value |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfOutstandingOptions | 245,000 |