Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | ||
Document Information [Line Items] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Period End Date | Dec. 31, 2017 | |||
Document Fiscal Year Focus | 2,017 | |||
Document Fiscal Period Focus | FY | |||
Entity Registrant Name | THEGLOBE COM INC | |||
Entity Central Index Key | 1,066,684 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Filer Category | Smaller Reporting Company | |||
Entity Public Float | [1] | $ 117,243 | ||
Trading Symbol | TGLO | |||
Entity Common Stock, Shares Outstanding | 441,480,838 | |||
[1] | Includes voting stock held by third parties, which may be deemed to be beneficially owned by affiliates, but for which such affiliates have disclaimed beneficial ownership. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 440 | $ 31,285 |
Prepaid expenses | 0 | 4,936 |
Total current assets | 440 | 36,221 |
Current Liabilities: | ||
Accounts payable due to related party | 0 | 769,570 |
Accounts payable | 0 | 101 |
Accrued compensation due to related parties | 0 | 130,769 |
Accrued expenses and other current liabilities | 26,000 | 30,500 |
Accrued interest due to related party | 0 | 427,878 |
Notes payable due to related party | 0 | 600,000 |
Total current liabilities | 26,000 | 1,958,818 |
Stockholders' Deficit: | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 441,484,838 shares issued at December 31, 2017 and December 31, 2016 | 441,485 | 441,485 |
Additional paid in capital | 296,594,037 | 294,301,845 |
Accumulated deficit | (297,061,082) | (296,665,927) |
Total stockholders' deficit | (25,560) | (1,922,597) |
Total liabilities and stockholders' deficit | $ 440 | $ 36,221 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock,par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 441,484,838 | 441,484,838 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
General and administrative | 90,806 | 93,387 |
Related party transactions | 240,000 | 240,000 |
Total Operating Expenses | 330,806 | 333,387 |
Operating Loss from Continuing Operations | (330,806) | (333,387) |
Other Income (Expense), net: | ||
Related party interest expense | (63,974) | (54,644) |
Nonoperating Income (Expense) | (63,974) | (54,644) |
Income (Loss) from Continuing Operations Before Income Taxes | (394,780) | (388,031) |
Income Taxes | 0 | 0 |
Loss from Continuing Operations | (394,780) | (388,031) |
Loss from Discontinued Operations, net of tax | (375) | (474) |
Net Loss | $ (395,155) | $ (388,505) |
Loss Per Share: Basic and Diluted: | ||
Continuing Operations (in dollars per share) | $ 0 | $ 0 |
Discontinued Operations (in dollars per share) | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding | 441,484,838 | 441,484,838 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common Stock[Member] | Additional Paid-inCapital [Member] | AccumulatedDeficit [Member] |
Balance at Dec. 31, 2015 | $ (1,534,092) | $ 441,485 | $ 294,301,845 | $ (296,277,422) |
Balance (in shares) at Dec. 31, 2015 | 441,484,838 | |||
Net Loss | (388,505) | $ 0 | 0 | (388,505) |
Balance at Dec. 31, 2016 | (1,922,597) | $ 441,485 | 294,301,845 | (296,665,927) |
Balance (in shares) at Dec. 31, 2016 | 441,484,838 | |||
Capital Contribution | 2,292,192 | $ 0 | 2,292,192 | 0 |
Net Loss | (395,155) | 0 | 0 | (395,155) |
Balance at Dec. 31, 2017 | $ (25,560) | $ 441,485 | $ 296,594,037 | $ (297,061,082) |
Balance (in shares) at Dec. 31, 2017 | 441,484,838 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (395,155) | $ (388,505) |
Loss from discontinued operations | 375 | 474 |
Loss from continuing operations | (394,780) | (388,031) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 4,936 | 61 |
Accounts payable due to related party | 240,000 | 240,000 |
Accounts payable | (100) | 0 |
Accrued expenses and other current liabilities | (4,500) | 4,500 |
Accrued interest due to related party | 63,974 | 54,644 |
Net cash flows used in operating activities of continuing operations | (90,470) | (88,826) |
Net cash flows used in operating activities of discontinued operations | (375) | (474) |
Net cash flows used in operating activities | (90,845) | (89,300) |
Cash Flows from Financing Activities: | ||
Borrowings on Notes Payable | 60,000 | 100,000 |
Net cash flows from financing activities | 60,000 | 100,000 |
Net change in cash & cash equivalents | (30,845) | 10,700 |
Cash & cash equivalents at beginning of period | 31,285 | 20,585 |
Cash & cash equivalents at end of period | $ 440 | $ 31,285 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | (1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 On December 20, 2017, Delfin Midstream LLC (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total of 312,825,952 0.001 70.9 As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs. As of December 31, 2017, as reflected in our accompanying Consolidated Balance Sheet, our current liabilities exceed our total assets. Additionally, we received a report from our independent registered public accountants, relating to our December 31, 2017 audited financial statements, containing an explanatory paragraph regarding our ability to continue as a going concern. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern for any significant length of time in the future. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions relate primarily to valuations of accounts payable and accrued expenses. Prepaid expenses at December 31, 2016 consist of prepaid insurance, which is amortized to expense over the policy periods. FASB Accounting Standards Codification Topic on Fair Value Measurements and Disclosure (“ASC 820”) requires that the Company disclose estimated fair values of its financial instruments. The carrying amount of certain of the Company’s financial instruments, including cash, accounts payable and accrued expenses, are a reasonable estimate of their fair values at December 31, 2017 and 2016, respectively, due to their short maturities. The Company estimates the fair value of each stock option at the grant date by using the Black Scholes option-pricing model using the following assumptions: no dividend yield; a risk-free interest rate based on the U.S. Treasury yield in effect at the time of grant; an expected option life based on historical and expected exercise behavior; and expected volatility based on the historical volatility of the Company’s stock price, over a time period that is consistent with the expected life of the option. The portion of the value that is ultimately expected to vest is recognized as expense over the service period. INCOME TAXES On December 22, 2017 the Tax Cuts and Jobs Act (the “Tax Act”) was enacted in the United States. Among its many provisions, the Tax Act reduces the U.S. corporate income tax rate from 35 21 20,845,000 The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated results of operations in the period that the tax change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company reports basic and diluted net income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.” Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Common equivalent shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. December 31, 2017 2016 Options to purchase common stock Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations. |
LIQUIDITY AND GOING CONCERN CON
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Liquidity and Going Concern Disclosure [Abstract] | |
Liquidity and Going Concern Disclosure [Text Block] | (2) LIQUIDITY AND GOING CONCERN CONSIDERATIONS The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. However, for the reasons described below, Company management does not believe that cash on hand and cash flow generated internally by the Company will be adequate to fund its limited overhead and other cash requirements beyond a short period of time. These reasons raise substantial doubt about the Company’s ability to continue as a going concern. Since 2008, the Company was able to continue operating as a going concern due principally to funding of $ 500,000 2,437,000 50,000 10,000 50,000 At December 31, 2017, the Company had a net working capital deficit of approximately $ 26,000 On December 20, 2017, Michael S. Egan, our former Chief Executive Officer and majority stockholder, and certain of our other stockholders (each a “Seller” and collectively the “Sellers”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Delfin. Pursuant to the terms of the Purchase Agreement, Delfin agreed to purchase from the Sellers an aggregate of 312,825,952 70.9 MANAGEMENT PLANS Management anticipates continued funding from Delfin as it determines the direction of the Company. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | DISCONTINUED OPERATIONS In March 2007, management and the Board of Directors of the Company decided to discontinue the operating, research and development activities of its VoIP telephony services business and terminate all of the remaining employees of the business. The Company’s decision to discontinue the operations of its VoIP telephony services business was based primarily on the historical losses sustained by this business, management’s expectations of continued losses for the foreseeable future and estimates of the amount of capital required to successfully monetize this business. All elements of its VoIP telephony services business shutdown plan were completed by the Company in 2007 except for the resolution of certain disputed vendor accounts payables, totaling approximately $ 1,000,000 During the fourth quarter of 2012, the Company re-evaluated all remaining liabilities of its VoIP telephony services business in light of the passage of time and applicable state statute of limitation laws. Based upon this re-evaluation, the Company derecognized accounts payable liabilities related to six (6) former telecommunication vendors totaling approximately $ 1,354,000 1,000,000 41,000 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | (4) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2017 2016 Accrued legal and audit expense $ 26,000 $ 30,500 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | (5) DEBT December 31, 2017 2016 2008 Revolving Loan Notes due to a related party; due on demand $ $ 500,000 March 2016 Promissory Note due to a related party; due on demand 50,000 November 2016 Promissory Note due to a related party; due on demand 50,000 March 2017 Promissory Note due to a related party; due on demand November 2017 Promissory Note due to a related party; due on demand $ 0 $ 600,000 The Company received fundings of $ 50 10 50 In March 2018, the Company executed a Promissory Note with Delfin for up to $ 50 15 8 payable on the maturity date, calculated on a 365/66 day year, as applicable On June 6, 2008, we and our subsidiaries, as guarantors, entered into a Revolving Loan Agreement with Dancing Bear, pursuant to which Dancing Bear may loan up to $ 500,000 100,000 400,000 0 423,233 50,000 As of December 31, 2017, the outstanding principal and accrued interest of $ 923,233 |
STOCK OPTION PLANS
STOCK OPTION PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | (6) STOCK OPTION PLANS As of December 31, 2017, all of the Company’s stock option plans have terminated and there are no shares for grant under these plans. Remaining stock options outstanding and exercisable expired in August 2016. No stock options were granted by the Company or exercised during the years ended December 31, 2017 and 2016. Number of Weighted Weighted Aggregate Outstanding at December 31, 2016 0 $ $ Granted Exercised Expired 0 Outstanding at December 31, 2017 $ $ Exercisable at December 31, 2017 $ Options available at December 31, 2017 Number of Weighted Weighted Aggregate Outstanding at December 31, 2015 100,000 $ 0.14 0.6 years $ Granted Exercised Expired (100,000) 0.14 Outstanding at December 31, 2016 0 $ $ Exercisable at December 31, 2016 0 $ $ Options available at December 31, 2016 0 No employee stock compensation expense was charged to operating expenses during the years ended December 31, 2017 or 2016. At December 31, 2017, there was no unrecognized compensation expense related to unvested stock options. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | (7) INCOME TAXES Year Ended December 31, 2017 2016 Continuing operations $ $ Discontinued operations $ $ Year Ended December 31, 2017 2016 Current: Federal $ $ State $ $ Deferred: Federal $ $ State Provision for income taxes $ $ Year Ended December 31, 2017 2016 Statutory federal income tax rate 34.00 % 34.00 % Change in tax rate (5,292.36) Nondeductible items State income taxes, net of federal benefit 3.96 3.96 Change in valuation allowance 16,233.74 (37.96) Write-off of DTA under IRC 382 and 383 (10,979.35) Other Effective tax rate 0.00 % 0.00 % December 31, December 31, Deferred tax assets (liabilities): Net operating loss carryforwards $ $ 62,959,000 Issuance of warrants 982,000 1,447,000 AMT and other tax credits 352,000 Accrued expenses 29,000 335,000 Depreciation and amortization 10,000 15,000 Total gross deferred tax assets 1,021,000 65,108,000 Less: valuation allowance (1,021,000) (65,108,000) Total net deferred tax assets $ $ Because of the Company's lack of earnings history, the net deferred tax assets have been fully offset by a 100 65,108,000 (64,087,000) 147,000 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | (8) RELATED PARTY TRANSACTIONS In connection with the closing of the Tralliance Purchase Transaction, the Company also entered into a Master Services Agreement (“Services Agreement”) with Dancing Bear Investments, Inc. (“Dancing Bear”), an entity which is controlled by Mr. Egan. Under the terms of the Services Agreement, for a fee of $ 20,000 240,000 240,000 769,570 As discussed earlier in Note 5, “Debt,” during 2016 the Company borrowed a total of $ 100,000 4,645 In March 2018, the Company executed a Promissory Note with Delfin for up to $ 50 15 In order to help the Company make it through a liquidity crisis in 2008, Michael S. Egan, our former Chairman and Chief Executive Officer, agreed to defer receiving a portion of his 2008 salary, totaling $ 105,769 25,000 130,769 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | (9) SUBSEQUENT EVENTS The Company’s management evaluated subsequent events through the time of the filing of this report on Form 10-K. The Company’s management is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its consolidated financial statements, except for the following. On March 9, 2018 the Company entered into a $ 50,000 15,000 |
ORGANIZATION AND SUMMARY OF S16
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Business Description Policy [Policy Text Block] | DESCRIPTION OF THE COMPANY theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 On December 20, 2017, Delfin Midstream LLC (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total of 312,825,952 0.001 70.9 As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs. As of December 31, 2017, as reflected in our accompanying Consolidated Balance Sheet, our current liabilities exceed our total assets. Additionally, we received a report from our independent registered public accountants, relating to our December 31, 2017 audited financial statements, containing an explanatory paragraph regarding our ability to continue as a going concern. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern for any significant length of time in the future. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act. |
Consolidation, Policy [Policy Text Block] | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions relate primarily to valuations of accounts payable and accrued expenses. |
Prepaid Expenses [Policy Text Block] | PREPAID EXPENSES Prepaid expenses at December 31, 2016 consist of prepaid insurance, which is amortized to expense over the policy periods. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS FASB Accounting Standards Codification Topic on Fair Value Measurements and Disclosure (“ASC 820”) requires that the Company disclose estimated fair values of its financial instruments. The carrying amount of certain of the Company’s financial instruments, including cash, accounts payable and accrued expenses, are a reasonable estimate of their fair values at December 31, 2017 and 2016, respectively, due to their short maturities. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | STOCK-BASED COMPENSATION The Company estimates the fair value of each stock option at the grant date by using the Black Scholes option-pricing model using the following assumptions: no dividend yield; a risk-free interest rate based on the U.S. Treasury yield in effect at the time of grant; an expected option life based on historical and expected exercise behavior; and expected volatility based on the historical volatility of the Company’s stock price, over a time period that is consistent with the expected life of the option. The portion of the value that is ultimately expected to vest is recognized as expense over the service period. |
Income Tax, Policy [Policy Text Block] | INCOME TAXES On December 22, 2017 the Tax Cuts and Jobs Act (the “Tax Act”) was enacted in the United States. Among its many provisions, the Tax Act reduces the U.S. corporate income tax rate from 35 21 20,845,000 The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated results of operations in the period that the tax change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Earnings Per Share, Policy [Policy Text Block] | NET INCOME PER COMMON SHARE The Company reports basic and diluted net income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.” Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Common equivalent shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. December 31, 2017 2016 Options to purchase common stock |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations. |
ORGANIZATION AND SUMMARY OF S17
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Due to the anti-dilutive effect of potentially dilutive securities or common stock equivalents that could be issued, such securities were excluded from the diluted net income or loss calculation for all periods presented. Such potentially dilutive securities and common stock equivalents consisted of the following for the periods ended: December 31, 2017 2016 Options to purchase common stock |
ACCRUED EXPENSES AND OTHER CU18
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued expenses and other current liabilities consisted of the following: December 31, 2017 2016 Accrued legal and audit expense $ 26,000 $ 30,500 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt consists of notes payables due to a related party, as summarized below: December 31, 2017 2016 2008 Revolving Loan Notes due to a related party; due on demand $ $ 500,000 March 2016 Promissory Note due to a related party; due on demand 50,000 November 2016 Promissory Note due to a related party; due on demand 50,000 March 2017 Promissory Note due to a related party; due on demand November 2017 Promissory Note due to a related party; due on demand $ 0 $ 600,000 |
STOCK OPTION PLANS (Tables)
STOCK OPTION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock option activity during the years ended December 31, 2017 and December 31, 2016 was as follows: Number of Weighted Weighted Aggregate Outstanding at December 31, 2016 0 $ $ Granted Exercised Expired 0 Outstanding at December 31, 2017 $ $ Exercisable at December 31, 2017 $ Options available at December 31, 2017 Number of Weighted Weighted Aggregate Outstanding at December 31, 2015 100,000 $ 0.14 0.6 years $ Granted Exercised Expired (100,000) 0.14 Outstanding at December 31, 2016 0 $ $ Exercisable at December 31, 2016 0 $ $ Options available at December 31, 2016 0 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Tax Expense Benefit [Table Text Block] | The provision (benefit) for income taxes is summarized as follows: Year Ended December 31, 2017 2016 Continuing operations $ $ Discontinued operations $ $ |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision (benefit) for income taxes attributable to continuing operations was as follows: Year Ended December 31, 2017 2016 Current: Federal $ $ State $ $ Deferred: Federal $ $ State Provision for income taxes $ $ |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the federal income tax provision at the federal statutory rate to the Company’s tax provision attributable to continuing operations: Year Ended December 31, 2017 2016 Statutory federal income tax rate 34.00 % 34.00 % Change in tax rate (5,292.36) Nondeductible items State income taxes, net of federal benefit 3.96 3.96 Change in valuation allowance 16,233.74 (37.96) Write-off of DTA under IRC 382 and 383 (10,979.35) Other Effective tax rate 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2017 and 2016 are presented below. December 31, December 31, Deferred tax assets (liabilities): Net operating loss carryforwards $ $ 62,959,000 Issuance of warrants 982,000 1,447,000 AMT and other tax credits 352,000 Accrued expenses 29,000 335,000 Depreciation and amortization 10,000 15,000 Total gross deferred tax assets 1,021,000 65,108,000 Less: valuation allowance (1,021,000) (65,108,000) Total net deferred tax assets $ $ |
ORGANIZATION AND SUMMARY OF S22
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options to purchase common stock | 0 | 0 |
ORGANIZATION AND SUMMARY OF S23
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies [Line Items] | ||||
Entity Incorporation, Date of Incorporation | May 1, 1995 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 34.00% | ||
Increase (Decrease) in Deferred Income Taxes | $ 20,845,000 | |||
Scenario, Plan [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Delfin Midstream LLC [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Purchase of shares of Common Stock | 312,825,952 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Percentage of Common Stock | 70.90% |
LIQUIDITY AND GOING CONCERN C24
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | 78 Months Ended | ||||||
Dec. 20, 2017 | Dec. 31, 2008 | Jun. 30, 2015 | Dec. 31, 2017 | Nov. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Mar. 31, 2016 | |
Liquidity And Going Concern Considerations [Line Items] | |||||||||
Working Capital Deficit, Net | $ 26,000 | ||||||||
Notes Payable, Related Parties, Current | $ 0 | $ 600,000 | |||||||
Promissory Note [Member] | |||||||||
Liquidity And Going Concern Considerations [Line Items] | |||||||||
Notes Payable, Related Parties, Current | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||||
Delfin Midstream LLC [Member] | |||||||||
Liquidity And Going Concern Considerations [Line Items] | |||||||||
Purchase of shares of Common Stock | 312,825,952 | ||||||||
Percentage of Common Stock | 70.90% | ||||||||
Earn Out Agreement [Member] | |||||||||
Liquidity And Going Concern Considerations [Line Items] | |||||||||
Cumulative Amount Received under Earn Out Agreement Since Inception | $ 2,437,000 | ||||||||
Revolving Loan Agreement [Member] | |||||||||
Liquidity And Going Concern Considerations [Line Items] | |||||||||
Proceeds from Lines of Credit | $ 500,000 | ||||||||
Notes Payable, Related Parties, Current | $ 10,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2007 | Jun. 30, 2015 | Dec. 31, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disputed Liabilities Of Disposal Group Accounts Payable | $ 1,000,000 | ||
VoIP Telephony Service [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Accrued Liabilities | $ 1,354,000 | ||
Liabilities of Disposal Group, Disputed | $ 1,000,000 | ||
Debt Instrument, Decrease, Forgiveness | $ 41,000 |
ACCRUED EXPENSES AND OTHER CU26
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued legal and audit expense | $ 26,000 | $ 30,500 |
DEBT (Details)
DEBT (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Due to Related Party | $ 0 | $ 600,000 |
2008 Revolving Loan Notes [Member] | ||
Short-term Debt [Line Items] | ||
Due to Related Party | 0 | 500,000 |
March 2016 Promissory Note [Member] | ||
Short-term Debt [Line Items] | ||
Due to Related Party | 0 | 50,000 |
November 2016 Promissory Note [Member] | ||
Short-term Debt [Line Items] | ||
Due to Related Party | 0 | 50,000 |
March 2017 Promissory Note [Member] | ||
Short-term Debt [Line Items] | ||
Due to Related Party | 0 | 0 |
November 2017 Promissory Note [Member] | ||
Short-term Debt [Line Items] | ||
Due to Related Party | $ 0 | $ 0 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2017 | Mar. 31, 2017 | Nov. 30, 2016 | Mar. 31, 2016 | Jun. 06, 2008 | |
Short-term Debt [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | |||||||
Line of Credit Facility, Current Borrowing Capacity | 400,000 | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 100,000 | |||||||
Accrued interest due to related party | $ 0 | $ 427,878 | ||||||
Related party interest expense | 63,974 | 54,644 | ||||||
Notes Payable, Related Parties, Current | 0 | 600,000 | ||||||
Line of Credit [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Periodic Payment | 923,233 | |||||||
Revolving Credit Facility [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Accrued interest due to related party | 0 | 423,233 | ||||||
Related party interest expense | $ 50,000 | $ 50,000 | ||||||
Notes Payable, Related Parties, Current | $ 10,000 | |||||||
Promissory Note [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Notes Payable, Related Parties, Current | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | ||||
Subsequent Event [Member] | Promissory Note [Member] | Delfin Midstream LLC [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Notes Payable, Related Parties, Current | $ 50,000 | |||||||
Accounts Payable, Interest-bearing, Interest Rate | 8.00% | |||||||
Debt Instrument, Maturity Date, Description | payable on the maturity date, calculated on a 365/66 day year, as applicable | |||||||
Due from Related Parties | $ 15,000 |
STOCK OPTION PLANS (Details)
STOCK OPTION PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Stock Options Activity [Line Items] | ||
Outstanding - Number of Options | 0 | 100,000 |
Granted - Number of Options | 0 | 0 |
Exercised - Number of Options | 0 | 0 |
Expired - Number of Options | 0 | (100,000) |
Outstanding - Number of Options | 0 | 0 |
Exercisable - Number of Options | 0 | 0 |
Options available- Number of Options | 0 | 0 |
Outstanding-Weighted Average Exercise Price (in dollars per share) | $ 0.14 | |
Granted-Weighted Average Exercise Price (in dollars per share) | $ 0 | 0 |
Exercised-Weighted Average Exercise Price (in dollars per share) | $ 0 | 0 |
Expired-Weighted Average Exercise Price (in dollars per share) | $ 0.14 | |
Outstanding-Weighted Average Remaining Contractual Term | 7 months 6 days | |
Outstanding - Aggregate Intrinsic Value (in dollars) | $ 0 | $ 0 |
Outstanding - Aggregate Intrinsic Value (in dollars) | 0 | 0 |
Exercisable-Aggregate Intrinsic Value (in dollars) | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||
Continuing operations | $ 0 | $ 0 |
Discontinued operations | 0 | 0 |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Current Income Tax Expense (Benefit) | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Provision for income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statutory federal income tax rate | 35.00% | 34.00% |
Change in tax rate | (5292.36%) | 0.00% |
Nondeductible items | 0.00% | 0.00% |
State income taxes, net of federal benefit | 3.96% | 3.96% |
Change in valuation allowance | 16233.74% | (37.96%) |
Write-off of DTA under IRC 382 and 383 | (10979.35%) | 0.00% |
Other | 0.00% | 0.00% |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 0 | $ 62,959,000 |
Issuance of warrants | 982,000 | 1,447,000 |
AMT and other tax credits | 0 | 352,000 |
Accrued expenses | 29,000 | 335,000 |
Depreciation and amortization | 10,000 | 15,000 |
Total gross deferred tax assets | 1,021,000 | 65,108,000 |
Less: valuation allowance | (1,021,000) | (65,108,000) |
Total net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation Allowance Offset Percentage | 100.00% | |
Less: valuation allowance | $ 1,021,000 | $ 65,108,000 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ (64,087,000) | $ 147,000 |
Operating Loss Carry Forwards Expiration Period | These carryforwards expire through 2038. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Mar. 09, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Nov. 30, 2017 | Mar. 31, 2017 | Nov. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2008 |
Related Party Transaction [Line Items] | |||||||||
Interest Expense, Related Party | $ 63,974 | $ 54,644 | |||||||
Related Party Costs | 240,000 | 240,000 | |||||||
Management Service Fees Payable, Per Month | 20,000 | ||||||||
Due to Related Parties, Current | 130,769 | ||||||||
Management Service Fees Payable, Per Annum | 240,000 | ||||||||
Accounts Payable, Related Parties, Current | 0 | 769,570 | |||||||
Notes Payable, Related Parties, Current | $ 0 | 600,000 | |||||||
2016 Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest Expense, Related Party | 4,645 | ||||||||
Proceeds from Related Party Debt | $ 100,000 | ||||||||
Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes Payable, Related Parties, Current | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts Payable, Related Parties, Current | $ 105,769 | ||||||||
Vice President [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts Payable, Related Parties, Current | $ 25,000 | ||||||||
Delfin Midstream LLC [Member] | Subsequent Event [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Related Party Debt | $ 50,000 | ||||||||
Notes Payable, Related Parties, Current | $ 50,000 | ||||||||
Due from Related Parties | $ 15,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - Delfin Midstream LLC [Member] - Subsequent Event [Member] - Promissory Note [Member] | Mar. 09, 2018USD ($) |
Proceeds from Related Party Debt | $ 50,000 |
Related Party Transaction, Due from (to) Related Party | $ 15,000 |