1. Organization, Nature of Operations, Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2013 |
Notes | ' |
1. Organization, Nature of Operations, Going Concern and Management's Plans | ' |
1. Organization, Nature of Operations, Going Concern and Management’s Plans |
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Organization |
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Vista International Technologies, Inc. (the “Company”, “we”, “our”) is in the business of developing, commercializing and operating renewable energy and waste-to-energy (“WTE”) technologies and projects. |
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Subsidiaries |
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We have one wholly-owned subsidiary, Cleanergy, Inc., which was formed as an operating company for the purposes of developing WTE projects and commercializing our Thermal Gasifier , by entering into joint venture and licensing agreements and building and operating small WTE facilities. Cleanergy, Inc. is currently dormant and has no operations. |
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Nature of Operations |
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The Company is currently conducting its business in the following areas: |
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Tire processing operation in Hutchins, Texas, and |
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Renewable energy and waste-to-energy (WTE) projects utilizing the Company’s Thermal Gasifier technology and corporate administration at the Company’s offices in Commerce City, Colorado. |
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The Company’s only business operations were in the WTE marketplace until the Hutchins tire facility was purchased in 2000. The original purpose of the tire facility was to serve as a site for a WTE system. For this reason, rather than operate the business as a separate segment, the two business lines were integrated for the purposes of financial reporting. In addition, management makes investing and resource allocation decisions based on the combined results of both the tire processing and WTE business. Accordingly, we only have one reportable segment. |
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Description of Business |
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We are in the business of developing, commercializing and operating renewable energy and waste-to-energy technologies and projects. Our mission is to provide a clean, dependable, cost-competitive alternative energy to fossil fuels. We plan to develop projects with government, community, industry and financial partners to recover the available carbon based energy from materials previously considered “waste” and destined for disposal. The recovery of energy from waste using our Thermal Gasifier diverts large volumes of material from landfills and other disposal sites, while providing clean alternative energy and reducing greenhouse gas emissions. In addition to processing waste into clean energy, we also convert biomass into energy using various plant based materials. |
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Going Concern and Management’s Plan |
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The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company reported a net loss of $827,636 and used net cash in operating activities of $109,434 for the year ended December 31, 2013, has a working capital deficit of $4,643,241 and an accumulated deficit of $67,846,832 at December 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
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Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from operations or obtain equity investment or additional financing to meet obligations on a timely basis and ultimately to achieve profitable operations. |
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In February 2011, the Company entered into a Purchase and Sale Agreement to sell all of its interest in the approximately 27 acre industrial site it owns at 1323 Fulghum Rd. in Hutchins, Texas. The sale was subject to a variety of conditions, including shareholder approval (See note 9). The buyer elected not to pursue this transaction further in January of 2012. |
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Although the sale leaseback transaction did not get closed, the company was able to find alternate funding and was able to purchase additional tire shredding equipment. The company successfully installed a tire derived fuel processing line in early 2012, and has been using the additional revenue from this processing line to stabilize the company and pay down the balances of its creditors. The company plans to continue to work to generate greater cash flow from the facility and will continue to look at its options to best utilize the facility. |
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Corporate Focus |
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Management intends to focus the Company’s resources in the following areas: |
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Thermal Gasifier engineering design and deployment, |
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Maximizing value from the Hutchins, Texas tire processing and storage facility, |
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Development of project based opportunities, and |
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Attracting strategic investment. |
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Management considers the Thermal Gasifier and waste-to-energy segment to be our core business. However, significant focus is also being placed on the improvement of the tire processing operation at our Hutchins, TX facility to increase production and reduce operating costs, and expand sales to include used whole truck and passenger tires to increase revenue and cash flow. Management believes that improvement in all facets of Company operations will improve the Company’s ability to attract investors looking to enter the waste-to-energy and renewable energy marketplace. |
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We continue to develop our internal resources and implement business development activities to secure waste-to-energy and biomass-to-energy facility opportunities that utilize our Thermal Gasifier technology. A number of these opportunities have been discovered, and management is endeavoring to secure the rights to these projects or formulate strategic alliances with project development partners. |
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In the year ended December 31, 2013 the Company entered into loan agreements including related parties and received net proceeds of $36,948 and through March 25, 2014 has received no additional loan proceeds from related parties. |
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Management believes that current revenue levels will not be sufficient to meet our operational needs and execute the Company’s complete business plan. The Company is seeking additional funding for the activities described above. The Company is exploring numerous financing opportunities but has no agreements or commitments for funding at the present time. Future funding may be through an equity investment, debt or convertible debt. Current market conditions present uncertainty as to the Company’s ability to secure additional funds, as well as its ability to reach full profitability. There can be no assurances that the Company will be able to secure additional financing, or obtain favorable terms on such financing if it is available, or as to the Company’s ability to achieve positive earnings and cash flows from operations. |
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Any continued negative cash flows and lack of liquidity create significant uncertainty about the Company’s ability to fully implement its operating plan, as a result of which the Company may have to reduce the scope of its planned operations. If cash resources are insufficient to satisfy the Company’s liquidity requirements, the Company will be required to scale back or discontinue its technology and project development programs, or obtain funds, if available, through strategic alliances that may require the Company to relinquish rights to certain of its technologies products or to discontinue its operations entirely. |
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2. Significant Accounting Policies: |
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Basis of Presentation |
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The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts, amounts and transactions have been eliminated in consolidation. |
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Use of Estimates |
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Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. These accounting principles require us to make certain estimates, judgments and assumptions. We made estimates, judgments and assumptions when accounting for items and matters such as, but not limited to allowance for doubtful accounts, depreciation, amortization, asset valuations, recoverability of assets, impairment assessments, accrued liabilities and other provisions and contingencies and we believe they are reasonable, based on information available at the time they were made. These estimates, judgments and assumptions can affect the amounts reported in our consolidated financial statements. |
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For all of these and other matters, actual results could differ from our estimates. |
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Cash and Cash Equivalents |
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For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. |
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Reclassifications |
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We have reclassified certain prior period amounts to conform to the current period presentation. |
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Environmental Remediation Accounting |
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As a result of the company’s ownership of its tire processing and storage facility in Hutchins Texas, the company is under the jurisdiction of the Texas Commission on Environmental Quality (TCEQ). As such, the company is required to post financial assurance with the TCEQ to cover costs associated with a cleanup of the facility in the case of insolvency of the operating firm. |
The amount of the financial assurance that the TCEQ requires is calculated upon permit renewal, which occurs once every five years. |
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In order to maintain proper accounting of the Company’s liabilities, management calculates the environmental remediation liability involved with owning the facility at the time of each quarterly or annual report and compares this value to the financial assurance on file with the TCEQ. Any additional liability for a given period is categorized under “environmental remediation expense” and is shown on the firm’s consolidated statement of operations. |
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This expense can be calculated in a number of ways. Management believes strongly that the best way to calculate the environmental remediation expense is to determine the amount of material on site (tonnage), then to use current hauling, landfill and equipment operation costs to calculate a per-ton disposal rate. This per- ton disposal rate is then multiplied by the tonnage on site to arrive at the basic cost of disposal number. An additional amount is then added for grading and general site cleanup operations to arrive at a final environmental remediation expense. |
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Accounts Receivable and Concentration of Credit Risk |
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Accounts receivable are recognized based upon the amount due from customers for the services provided less an allowance for doubtful accounts. The allowance for doubtful accounts receivable reflects our best estimate of probable losses determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available evidence. We generally consider our accounts past due if they are outstanding over 30 days. Our collection process varies by the customer type, amount of the receivable, and our evaluation of the customer’s credit risk. Our past due accounts are written off against our allowance for doubtful accounts when collection is considered to be not probable. Any recoveries of accounts previously written off are generally recognized as a reduction in bad debt expense in the period received. |
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The allowance for doubtful accounts receivable was approximately $2,100 and $5,700 at December 31, 2013 and 2012, respectively. |
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One customer comprised approximately 94% and 95% of the accounts receivable balance at December 31, 2013 and 2012 respectively. |
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Our two largest customers accounted for 28% and 26% of revenue for the year ended December 31, 2013. Two customers comprised approximately 36% and 16% of revenues for the year ended December 31, 2012. |
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The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of uninsured cash and certificates of deposit held at commercial banks in the United States in excess of federally insured limits and trade receivables from the Company’s customers. The Company has not experienced a loss in its cash accounts. |
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Accounts Payable and Accrued Expenses. |
Accounts payable and accrued expenses at December 31, 2013 and 2012 consisted of the following: |
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| | 2013 | | | 2012 | |
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Accounts payable | | $ | 788,641 | | | $ | 846,294 | |
Accrued liabilities | | | 999,963 | | | | 1,072,446 | |
Accrued interest- other | | | 27,351 | | | | 27,406 | |
Accrued interest-related party | | | 69,904 | | | | 141,882 | |
Accrued interest- stockholder | | | 108,030 | | | | 200,185 | |
Accrued compensation and payroll liabilities | | | 503,694 | | | | 522,607 | |
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Total | | $ | 2,497,583 | | | $ | 2,810,820 | |
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The Company recorded $65,031 in accrued interest in 2013, and $59,635 in accrued interest in 2012 on the related party debt extended through the agreement with Timothy Ruddy & family. In addition, the company recorded interest expense of $147,407 in 2013 and $98,348 in 2012 on the shareholder notes and line of credit extended by Richard Strain. |
The Company disputes the amount of $482,209 of accrued compensation due to prior officer compensation. It is the position of the Company that the officers in question had no formal contracts in place, and further, were negligent in their fiduciary responsibility to the company, causing additional problems with creditors and the Internal Revenue Service. |
$288,107 and $332,584 of accrued liabilities relate to environmental remediation expense at the Hutchins tire facility for the year ended December 31, 2013 and 2012, respectively. The Company believes that as tire derived fuel (TDF) operations continue, this amount will decrease as tires on site will be shredded and sold as TDF. |
Approximately $589,200 of accrued liabilities in 2013 and $561,600 of accrued liabilities in 2012 relate to amounts accrued to state and federal revenue agencies, due to unfiled tax returns relating to the sale of company assets in 2005 and 2006. |
The Company plans to use revenues from its tire derived fuel operations to begin to pay down these expenses, but significant repayment of such will more than likely not occur until one of the following occurs: |
· Sale of the Hutchins tire facility |
· Full scale deployment of multiple projects in the Waste to Energy division. |
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Property and Equipment |
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Property and equipment purchased or constructed is recorded at cost. Direct costs, such as labor and materials, and indirect costs, such as overhead used during construction are capitalized. Major units of property replacements or improvements are capitalized and minor items are expensed. Gain or loss is recorded in income for the difference between the net book value relative to proceeds received, if any, when the asset is sold or retired. Depreciation is provided for using the straight-line method. Estimated useful lives of the assets used in the computation of depreciation are as follows: |
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Machinery and equipment | 2-5 years | | | | | | | |
Buildings and improvements | 3-30 years | | | | | | | |
Vehicles | 5 years | | | | | | | |
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Long-Lived Assets |
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The Company follows Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires those long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever facts and circumstances indicate that the carrying amounts of the assets may not be recoverable. An impairment loss is recognized only if the carrying amount of an asset group is not recoverable and exceeds its fair value. Recoverability of the asset group to be held and used is measured by comparing the carrying amount of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset group. If the asset group’s carrying value is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. The Company determines fair values by using a combination of comparable market values and discounted cash flows, which requires the use of significant judgment. |
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There were no impairment losses during the year ended December 31, 2013 and 2012. |
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Intangible Assets |
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Intangible assets consist of United States and European patents for our Thermal Gasifier technology. The Company reports intangible assets at cost, net of accumulated amortization. The Company amortizes intangible assets over the estimated useful lives of ten years for U.S patents. European patents expire 20 years after the filing date. Approved European patents are amortized from the grant date to the end of the 20 year period. |
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Revenue Recognition |
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The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. |
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Our tire fuel processing and storage facility recognizes revenue as follows: |
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Disposal fees (“tipping fees”) for waste tires are fully earned when accepted at the facility |
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Sales of unprocessed whole tires are recognized when company receives proof of delivery to end user |
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· Sales of processed tires are recognized when company receives proof of delivery to end user. |
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Revenue from project based construction and installation of a Thermal Gasifier separately and in various segments that include purchase of equipment, cyclone, baghouse and performance of pre-installation site engineering services, along with other products and services recognized in accordance with ASC 605-35-25 as if the project were a segmented / single contract, or group of contracts is summarized as follows: |
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Product | | Recognition Policy | | | | | | |
Setup of plant and manufacturing facilities | | Deferred and recognized upon completion of the event | | | | | | |
Equipment sales | | Not Deferred and recognized at the time the equipment is delivered and/or installed at the project site | | | | | | |
Equipment rental contracts | | Deferred and recognized as services are delivered | | | | | | |
Engineering/Other consulting fees | | Not Deferred and recognized at the time services are delivered | | | | | | |
Maintenance and support contracts | | Deferred and recognized on a straight-line basis over the term of the arrangement | | | | | | |
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During the year ended December 31, 2013 the Company began construction of a pilot waste-to-energy project in the northeastern US. The project is being funded entirely by an outside party. The Company is receiving payments in advance of services being performed and finished products being delivered to the project site. As such, these advance payments are being accounted for as deferred revenue in the Company’s financial statements. When products are purchased or services performed, these transactions will be recorded as deferred expenses in the Company’s consolidated financial statements. For the year ended December 31, 2013, the Company recorded $154,500 in deferred revenue and $62,380 in deferred expenses for this project. |
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Research and Development |
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The Company accounts for research and development cost in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). ASC 730-10, requires research and development costs to be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Third party research and development expenses, all of which relate directly to the design and development of our Thermal Gasifier technology, are expensed as incurred. For the years ended December 31, 2013 and 2012, we incurred approximately $- and $5,400 respectively for third party research and development expense which are included in selling, general and administrative expenses in the consolidated statements of operations. |
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Stock Based Compensation to Other than Employees |
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In accordance with ASC 505-50, Equity-Based Payments to Non-Employees, the Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees by measuring cost at the estimated fair value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued in exchange for services by non-employees is determined on the earlier of the date that a performance commitment has been established or upon completion of performance. The Company determined that the market value of its shares was more reliably determinable to measure compensation expense in 2013 and 2012. |
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Fair Value Measurement |
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ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: |
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Level 1, defined as observable inputs, such as quoted prices in active markets. |
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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. |
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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
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The fair values of the Company’s financial instruments, which include cash, restricted cash, accounts receivable, notes and accounts payable approximate carrying value because of their immediate or short-term maturity. The fair value of payables to related parties is not practicable to estimate, due to the related party nature of the underlying transactions. Certificates of deposit are valued utilizing Level 2 inputs and derivative liability is valued utilizing Level 3 inputs. |
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Income Taxes |
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The provision for income taxes consists of an amount for taxes currently payable, an amount for tax consequences deferred to future periods and adjustments to our liabilities for uncertain tax positions. The Company records deferred income tax assets and liabilities reflecting future tax consequences attributable to tax net operating loss carryforwards (“NOLs”), tax credit carryforwards and differences between the financial statement carrying value of assets and liabilities and the tax bases of those assets and liabilities. Deferred taxes are computed using enacted tax rates expected to apply in the year in which the differences are expected to affect taxable income. The effect on deferred income tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. |
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The Company establishes valuation allowances when necessary to reduce deferred income tax assets to the amounts that management believes are more likely than not to be recovered. A significant portion of the Company’s net deferred tax assets relate to tax benefits attributable to NOLs. Each quarter we evaluate the need to retain all or a portion of the valuation allowance on the Company’s deferred tax assets. Future adjustments to the valuation allowance would be charged to operations in the period such determination was made. |
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The Company uses a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. |
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The Company files income tax returns in the U.S. federal jurisdiction as well as state jurisdictions for which nexus has been determined and is subject to income tax examinations by federal and state tax authorities for the year 2006 and thereafter. |
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The Company’s policy is to record interest and penalties as a component of income tax expense. As of December 31, 2013 and 2012, accrued interest and penalties on unpaid taxes outstanding was approximately $174,000 and $146,000, respectively |
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Net Loss per Share |
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Basic and diluted loss per common share is based upon the weighted average number of common shares outstanding during the fiscal year computed under the provisions of Accounting Standards Codification subtopic 260-10, Earnings per Share (“ASC 260-10”).The computation of basic earnings per share (“EPS”) is computed by dividing loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. |
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Derivative Liability |
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The Company accounts for its embedded conversion features in its convertible debentures in accordance with ASC 815-10, "Derivatives and Hedging", which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives, and ASC 815-40, “Contracts in Entity’s Own Equity”. The recognition of derivative liabilities related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as non-cash interest and included in interest expense in the accompanying consolidated financial statements. Any subsequent increase or decrease in the fair value of the derivative liabilities is recognized as “Other expense” or “Other income”, respectively. |
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Recent Accounting Pronouncements |
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There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
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