Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Mar. 30, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Boston Carriers, Inc. | |
Entity Central Index Key | 1,174,672 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 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 Public Float | $ 545,750 | |
Entity Common Stock, Shares Outstanding | 147,500,000 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 397,424 | $ 372,206 |
Accounts receivable, net | 5,393 | 58,927 |
Refundable income taxes | 237,077 | 237,077 |
Inventory | 1,816 | 0 |
Prepaid expenses and other current assets | 0 | 14,810 |
Assets from discontinued operation | 9,443 | 45,546 |
Total current assets | 651,153 | 728,566 |
Property and equipment, net | 0 | 0 |
Other assets | ||
Advances from Bareboat Contract | 500,000 | 0 |
Escrow Account | 174,965 | 0 |
Deposits | 954 | 954 |
Total Other Assets | 675,919 | 954 |
TOTAL ASSETS | 1,327,072 | 729,520 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 28,861 | 59,954 |
Deferred Revenue | 5,623 | 23,782 |
Due to related party | 6,000 | 0 |
Stock subscription liability | 1,000,000 | 0 |
Liabilities from discontinued operation | 94,294 | 167,306 |
Total current liabilities | 1,134,778 | 251,042 |
TOTAL LIABILITIES | 1,134,778 | 251,042 |
Commitments and contigencies | 0 | 0 |
Stockholders Equity | ||
Series A Preferred shares, $0.0001 par value, 1,850,000 authorized. 1,850,000 and 0 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively | 185 | 0 |
Series B Preferred Shares, $0.0001 par value, 250,000 shares authorized, 250,000 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively | 25 | 25 |
Series C Preferred Shares, $0.0001 par value, 7,900,000 shares authorized. None issued and outsanding as of December 31, 2015, and December 31, 2014, respectively. | 0 | 0 |
Common shares, $0.0001 par value, 2,000,000,000 shares authorized, 111,225,013 and 158,503,951 shares issued and outstanding as of December 31, 2015 and December 31, 2014 respectively | 11,123 | 15,850 |
Additional paid-in capital | 1,015,141 | 1,011,198 |
Accumulated deficit | (834,180) | (548,595) |
Total Stockholders' Equity | 192,294 | 478,478 |
Total Liabilities and Stockholders' Equity | $ 1,327,072 | $ 729,520 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Series A Stock Par Value | $ 0.0001 | $ 0.0001 |
Preferred Series A Stock Shares Authorized | 1,850,000 | 1,850,000 |
Preferred Series A Stock Shares Issued | 1,850,000 | 0 |
Preferred Series A Stock Shares Outstanding | 1,850,000 | 0 |
Preferred Series B Stock Par Value | $ 0.0001 | $ 0.0001 |
Preferred Series B Stock Shares Authorized | 250,000 | 250,000 |
Preferred Series BStock Shares Issued | 250,000 | 250,000 |
Preferred Series B Stock Shares Outstanding | 250,000 | 250,000 |
Preferred Series C Stock Par Value | $ 0.0001 | $ 0.0001 |
Preferred Series C Stock Shares Authorized | 7,900,000 | 7,900,000 |
Preferred Series C Stock Shares Issued | 0 | 0 |
Common Stock Par Value | $ .0001 | $ 0.0001 |
Common Stock Shares Authorized | 2,000,000,000 | 158,503,951 |
Common Stock Shares Issued | 111,225,013 | 158,503,951 |
Common Stock Shares Outstanding | 111,225,013 | 158,503,951 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue - Design | $ 264,625 | $ 312,510 |
Cost of services | 332,919 | 286,093 |
Gross Profit (loss) | (68,294) | 26,417 |
Operating expenses | ||
General and administrative | 245,367 | 766,769 |
Loss from continuing operations before interest and benefit from income taxes | (313,661) | (740,352) |
Interest income | 318 | 524 |
Interest expense | (1,567) | 0 |
Loss from continuing operations before benefit for income taxes | (314,910) | (739,828) |
Benefit from income taxes on continuing operations | 0 | 318,771 |
Loss from continuing operations | (314,910) | (421,057) |
Discontinued operations: | ||
Income/(Loss) from discontinued operations | 29,325 | (564,319) |
Benefit from income taxes on discontinued operations | 0 | 84,736 |
Income/(Loss) on discontinued operations | 29,325 | (479,583) |
Net loss | $ (285,585) | $ (900,640) |
Net loss per share - basic and diluted | ||
Loss from continuing operations | $ 0 | $ 0 |
Income/(Loss) from discontinued operations | 0 | (0.01) |
Net Loss per share - basic and diluted | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding - basic & diluted | 126,898,305 | 87,987,794 |
Shareholders Equity
Shareholders Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2013 | 250,000 | 48,612,365 | |||
Beginning Balance, Amount at Dec. 31, 2013 | $ 25 | $ 4,861 | $ 137,114 | $ 352,045 | $ 494,045 |
Shares issued for services, Shares | 0 | 62,612,648 | 506,842 | ||
Shares issued for services, Amount | $ 0 | $ 6,261 | 500,581 | 0 | $ 506,842 |
Stock issued for purchase of Integrated Timeshare Solutions Inc., Shares | 47,278,938 | ||||
Stock issued for purchase of Integrated Timeshare Solutions Inc., Amount | $ 4,728 | 373,503 | 0 | 378,231 | |
Net Loss | (900,640) | (900,640) | |||
Ending Balance, Shares at Dec. 31, 2014 | 250,000 | 158,503,951 | |||
Ending Balance, Value at Dec. 31, 2014 | $ 25 | $ 15,850 | 1,011,198 | (548,595) | 478,478 |
Retirement of common shares to treasury shares, Shares | (47,278,938) | ||||
Retirement of common shares to treasury shares, Amount | $ (4,727) | 4,727 | 0 | 0 | |
Series A Preferred Shares issued for asset purchase agreement with Boston Carriers LTD, Shares | 1,850,000 | ||||
Series A Preferred Shares issued for asset purchase agreement with Boston Carriers LTD, Amount | $ 185 | (14,592) | 0 | (14,407) | |
Capital contributed by former officer | 13,808 | 0 | $ 13,808 | ||
Shares issued for services, Shares | 0 | ||||
Net Loss | (285,585) | $ (285,585) | |||
Ending Balance, Shares at Dec. 31, 2015 | 2,100,000 | 111,225,013 | |||
Ending Balance, Value at Dec. 31, 2015 | $ 210 | $ 11,123 | $ 1,015,141 | $ (834,180) | $ 192,294 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flow from Operating Activities | ||
Net loss | $ (285,585) | $ (900,640) |
Adjustments to reconcile net loss income to net cash used in operating activities: | ||
Depreciation | 0 | 3,567 |
Provision for doubful accounts | 3,967 | 6,987 |
Bad debt expense on notes receivable | $ 0 | $ 7,000 |
Stock issued for services | 0 | 506,842 |
Impairment of goodwill | $ 0 | $ 372,965 |
Changes in assets and liabilities: | ||
Accounts receivable | 49,567 | (65,914) |
Refundable income taxes | 0 | (115,400) |
Inventory | (1,816) | 0 |
Prepaid expenses and other current assets | 14,810 | (14,810) |
Assets from discontinued operations | 36,103 | $ (45,546) |
Escrow Account | (75,000) | |
Accounts payable and accrued liabilities | (31,093) | $ (3,293) |
Deferred revenue | (18,159) | 23,782 |
Liabilities from discontinued operations | (73,012) | 47,927 |
Net cash used in operating activities | (380,218) | (176,533) |
Cash Flows From Investing Activities | ||
Cash acquired from Asset purchase agreement with Boston Carriers Ltd | 385,628 | 0 |
Cash acquired in acquisition of subsidiary | 0 | 10,106 |
Net cash provided by investing activities | 385,628 | 10,106 |
Cash Flows From Financing Activities | ||
Capital contributed by officer | 13,808 | 0 |
Due to Related Party | 6,000 | 0 |
Net cash used in financing activities | 19,808 | 0 |
Net Increase/(Decrease) in Cash | 25,218 | (166,427) |
Cash - Beginning of year | 372,206 | 538,633 |
Cash - End of the year | 397,424 | 372,206 |
Cash paid for interest expense | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental Disclosure of Non-Cash Financing and Investing Activities | ||
During the year ended December 31, 2015 47,278,938 Shares of common stock were retired to the treasury with a par value of $4,727 | 0 | 0 |
On December 31, 2015, the Company issued 1,850,000 shares of Series A Preferred Shares for the acquisition of $500,000 in advances from Bareboat Contract, $99,965 in an escrow account and the assumption of stock subscription liability of $1,000,000 | $ 0 | $ 0 |
1. ORGANIZATION AND SUMMARY OF
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated in Florida on July 31, 2001. On September 21, 2001 the Company was acquired by PlaNet.Com, Inc., a Nevada public, non-reporting corporation. Pla.Net.Com, Inc. was considered a shell at the time of acquisition and therefore the acquisition was treated as a reverse merger (the acquired company is treated as the acquiring company for accounting purposes). Pla.Net.Com, Inc. changed its name to Inpatient Clinical Solutions, Inc. immediately after the merger. In April 2012, the Company changed its name to Integrated Inpatient Solutions, Inc. The Company provides interior design services targeting budget-minded individuals. The business operates under the trade name Integrated Interior Design. The Company earns revenues from providing decorator services, which are billed on hourly and per diem rates. The interior design business operates in South Florida. The business provides interior design, interior staging, accompanied shopping, paint color selection, architectural drawing and other design services. On August 26, 2014, the Company entered into a Share Exchange Agreement pursuant to which the Company agreed to acquire all of the outstanding capital Shares of Integrated Timeshare Solutions, Inc., a Nevada corporation (ITS) in exchange for newly issued shares of the Companys Common Shares. Accordingly, as a result of the exchange, ITS is now a wholly owned subsidiary of the Company. ITS was established on July 2, 2014 as a real estate consulting firm specializing in timeshare liquidation and mortgage relief. The Company has discontinued operations of this subsidiary. On December 31, 2015, Integrated Inpatient Solutions, Inc. (the Company), entered into an Asset Purchase Agreement (the Purchase Agreement) pursuant to which the Company agreed to acquire all of the assets and liabilities of Boston Carriers LTD, a corporation organized under the laws of the Republic of the Marshall Islands (Boston Carriers) in exchange for newly issued shares of the Companys Series B Preferred Shares, $0.0001 par value per share (the Series B Preferred Shares), which were issued to the former sole Shareholder of Boston Carriers (the Exchange) as described herein. Included in the assets acquired was all outstanding Shares in Poseidon Navigation Corp. a corporation organized under the laws of the Republic of the Marshall Islands (Poseidon). Accordingly, as a result of the Exchange, Poseidon is now a wholly owned subsidiary of the Company. In connection with the execution of the Purchase Agreement, the Company filed a Certificate of Designations with the Secretary of State of the State of Nevada regarding the creation of the Series B Preferred Shares and an aggregate of 1,850,000 shares of Series B Preferred Shares were issued to the former Boston Carriers Shareholder. Also on December 31, 2015, the Companys then existing Directors appointed Antonis Bertsos, Harris Frangos and Fred Pier to the Companys Board of Directors and concurrent with the closing of the Exchange (the Closing Date), the Companys former sole officer and all former directors resigned. Subsequently, the Companys former sole officer was retained as a consultant and, pursuant to the terms of Consulting Agreement, effective January 1, 2016, will be issued a total of 26,274,987 shares of the Companys Common Shares. (see Note 11) Also, the Company has agreed to issue an additional 10,000,000 shares of its Common Shares to an outside service provider in lieu of cash payment upon the filing of Form 8-K to disclose the Purchase Agreement with the Securities Exchange Commission. (See note 11) The Company has also reserved for issuance 1,850,000,000 shares of Common Shares which may be issued upon the conversion of shares of the Series B Preferred Shares. Upon issuance of the Series B Preferred, the former sole Shareholder of Boston Carriers will initially hold approximately 92.5% of our issued and outstanding Common Shares. The Series B Preferred Shares will automatically convert, with no action by the holders thereof, into shares of Common Shares of the Corporation at a rate of 1,000 shares of Common Shares for each Series B Preferred share, on the date that is five (5) business days following the distribution by the Corporation of a cash dividend to the shareholders of its Common Shares of all amounts received by the Corporation as a refund to the Corporation from the United States Internal Revenue Service in connection with the Corporation's 2014 federal tax return less a maximum of $20,000 which would solely be used to pay the Corporations obligation under a settlement agreement relating to the Strong v. Strong lawsuit (the "Dividend"). The Series B Preferred Shares are not participating shares and prior to conversion the holders thereof shall not receive any dividend or other distribution from the Corporation and no portion of the Dividend will be distributed for the benefit of the holders of Series B Preferred Shares. Prior to conversion; however, the holders of Series B Preferred Shares shall be entitled to vote on all matters on which holders of Common Shares are entitled to vote and shall vote as if such Series B shares had converted, provided however, that the holders of Series B Preferred Shares shall not be entitled to vote on any matter which would amend the terms of and restrictions on the Series B Preferred Shares. In connection with the Exchange, the Company and Boston Carriers contributed $75,000 and $100,000, respectively into an escrow account in which the Company is contributing all funds in its bank accounts at December 31, 2015 less amounts necessary to cover outstanding checks. The Escrow Account is maintained by our legal counsel, The Law Office of James G. Dodrill II, P.A., which will disburse funds as directed by Osnah Bloom, our former CEO and current consultant to the Company, to pay obligations of the Company outstanding at the Closing Date as well as to hold a reserve for payment of anticipated costs associated with ongoing lawsuits in which the Company is a party and which relate to discontinued operations of the Company. Also as a result of the Exchange, the Company assumed Boston Carriers liabilities, including those associated with: (1) a Share Subscription Agreement between Boston Carriers and YP Holdings, LLC, a Texas company (the Subscription Agreement) and (2) a Bareboat Hire purchase agreement (BBHP) between Poseidon Navigation, Inc. (See note 4). In order to comply with the terms of the Subscription Agreement, the Company will need to make certain amendments to our Certificate of Incorporation. Pursuant to the terms of the Subscription Agreement, YP Holdings, LLC (YP) invested $1,000,000 to acquire Boston Carriers preferred Shares (the BC Preferred Shares) which is convertible into shares of Boston Carriers Common Shares (the BC Common Shares) as described in the Subscription Agreement. The terms of the Subscription Agreement required that the issuer also issue an equal number of shares of BC Preferred Shares to YP as a commitment fee for YP to make its investment. Because the Company has assumed all liabilities of Boston Carriers, the Company is ultimately responsible to issue shares of our Common Shares to satisfy the terms of the Subscription Agreement. On February 29, 2016, the Company agreed to file Articles of Conversion with the Nevada Secretary of State and Articles of Domestications with the Registrar of the Republic of the Marshall Islands effective March 21, 2016. Additionally, the Company agreed to adopt a Plan of Conversion whereby the Company becomes a Marshall Islands company effective March 21, 2016. Concurrent with this plan the Company agreed to change its name to Boston Carriers, Inc. (See Note 11) Upon filing of the Articles of Conversion, the Company switched the names of its Series B Preferred Shares to Series A Preferred Shares to more accurately describe the related rights and preferences (See note 11). The Series B Preferred Shares, totaling 1,850,000 shares, was renamed to Series A Preferred Shares. The non-redeemable, convertible preferred Shares totaling 250,000 shares, that are issued and outstanding as of December 31, 2015 and 2014, respectively, was renamed to Series B Preferred Shares. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The areas involving the most significant use of estimates include legal contingencies, deferred tax benefits, refundable income taxes, estimated realizable value of accounts receivable. These estimates are based on knowledge of current events and anticipated future events. The Company adjusts these estimates each period as more current information becomes available. The impact of any changes in estimates is included in the determination of earnings in the period in which the estimate is adjusted. Actual results may ultimately differ materially from those estimates. Cash The Company considers cash in banks and other highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of acquisition to be cash and cash equivalents. At December 31, 2015 and December 31, 2014, the Company had no cash equivalents. The Company maintains cash accounts in financial institutions that are guaranteed by the Federal Deposit Insurance Corporation (FDIC), as well as in financial institutions that are not guaranteed by FDIC. Deposits in excess of the FDIC insurance amount of $250,000 totaled $385,628 at December 31, 2015 and $80,000 at December 31, 2014. Management of the Company, considers the probability of incurring a loss deriving from the valuation of cash accounts in financial institutions that are not covered by FDIC, as remote. Accounts Receivable The determination of bad debt allowances constitutes a significant estimate. Accounts receivable represent amounts due from interior design customers. Accounts receivable are recorded and stated at the amount expected to be collected and have been adjusted to reflect the differences between charges and the estimated reimbursable amounts. Accounts receivable represent amounts due from customers for design services and customers relinquishing their Timeshares. Accounts receivable from customers for design services are recorded and stated at the amount expected to be collected and reflect an allowance for uncollectible amounts of $3,022 and $6,987 at December 31, 2015 and December 31, 2014, respectively, Accounts receivable from customers relinquishing their Timeshares was $0 and $9,000 at December 31, 2015 and December 31, 2014, respectively. Inventory Inventories consist of finished goods and are stated at the lower of cost and market. Property and Equipment Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful life of the asset. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Boston Carriers, Inc. (formerly known as Integrated Inpatient Solutions, Inc.) and its wholly owned subsidiaries; Integrated Timeshare Solutions, Inc. and Poseidon Navigation Corp. (from December 31, 2015). All intercompany transactions and balances have been eliminated in consolidation. As described previously, the Company completed the Share Exchange Agreement on August 26, 2014. The agreement resulted in the purchase of 100% of the outstanding shares of Integrated Timeshare Solutions, Inc. for 47,278,938 shares of the Companys Common Shares with a fair value of $378,231. Purchase Price $ 378,231 Cash 10,106 Notes receivable related party 7,000 Accounts Payable (3,250) Due to Related Party (8,590) Purchase Price Differential $ 372,965 Impairment of Goodwill and Long-Lived Assets The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives, against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were $0 and $372,965 of impairment of long-lived assets as of December 31, 2015 and December 31, 2014, respectively. During the year ended December 31, 2014, $372,965 of impairment on the goodwill was associated with its purchase of all of the outstanding capital Shares of Integrated Timeshare Solutions, Inc. Fair Value of Financial Instruments U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The carrying amounts of the Companys financial assets and liabilities, such as cash, accounts receivable, deposits, accounts payable and accrued liabilities, approximate their fair values because of the short maturity of these instruments. Revenue Recognition The Company follows ASC 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. Interior Design Timeshare Liquidation Maritime Transport Voyage revenues for the transportation of cargo will be recognized ratably over the estimated relative transit time of each voyage. A voyage will be deemed to commence when a vessel is available for loading and will be deemed to end upon the completion of the discharge of the current cargo. Estimated losses on voyages are provided for in full at the time such losses become evident. Under a voyage charter, the Company agrees to provide a vessel for the transportation of specific goods between specific ports in return for payment of an agreed upon freight rate per ton of cargo. Revenues will be recorded net of address commissions. Address commissions represent a discount provided directly to the charterers based on a fixed percentage of the agreed upon charter rate. Since address commissions represent a discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction of revenue. Revenue from time chartering and bareboat chartering will be earned and recognized on a daily basis as the service is delivered. Revenue arising from contracts that provide our customers with continuous access to convoy capacity is recognized ratably over the period of the contracts. Demurrage income represents payments made by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter and will be recognized as it is earned. Revenues arising from contracts that provide our customers with continuous access to convoy capacity will be recognized ratably over the period of the contracts. Revenues from time chartering of vessels will be accounted for as operating leases and are thus recognized on a straight line basis as the average revenue over the rental periods of such charter agreements as service is performed, except for loss generating time charters, in which case the loss will be recognized in the period when such loss is determined. A time charter involves placing a vessel at the charterers disposal for a period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Short period charters for less than three months will be referred to as spot-charters. Charters extending three months to a year are generally referred to as medium-term charters. All other charters will be considered long-term. Under time charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel. Income Taxes The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. The Companys tax returns for the years ended 2012, 2013, 2014 and 2015 remain open for audit by the Internal Revenue Service. On March 21, 2016, the Company redomiciled to a Marshall Islands Corporation. Pursuant to various treaties and the United States Internal Revenue Code, the Company believes that substantially all its operations will be exempt from income taxes in the Marshall Islands and the United States of America effective March 21, 2016. Marshall Islands and Liberia do not impose a tax on international shipping income. Under the laws of Marshall Islands and Liberia, the countries of incorporation of the Company and its subsidiary and the vessels registration, the companies are subject to registration and tonnage taxes which will be included in direct vessel expenses in the accompanying consolidated statements of operations. Earnings (Loss) Per Share The Company computes earnings (loss) per share in accordance with the provisions of FASB ASC Topic 260, "Earnings Per Share," which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held Common Shares. Basic earnings (loss) per share are computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed assuming the exercise of dilutive Shares options under the treasury Shares method and the related income tax effects. As of December 31, 2015 and 2014 the Company has 1,850,000 and 0 shares of Series A Preferred Shares issued and outstanding convertible into 1,850,000,000 and 0 shares of Common Share, respectively. As of December 31, 2015 and 2014, the Company had 250,000 shares of Series B Preferred Shares outstanding convertible into 2,500,000 shares of Common Share. Reclassification Certain reclassifications, including discontinued operations, have been made to the prior years data to conform to current year presentation. These reclassifications had no effect on net income (loss). Recent Accounting Pronouncements In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-04, Compensation Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employers Defined Benefit Obligation and Plan Assets, permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entitys fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-05, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement, provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-06, Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions, specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In May 2015, FASB issued Accounting Standards Update (ASU) No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. This ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entitys financial statements. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In June 2015, FASB issued Accounting Standards Update (ASU) No. 2015-10, Technical Corrections and Improvements covers a wide range of Topics in the Codification. The amendments represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, some of the amendments will make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. Transition guidance varies based on the amendments in this ASU. The amendments in this ASU that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this ASU. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In July 2015, FASB issued Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In August 2015, FASB issued Accounting Standards Update (ASU) No. 2015-13, Derivatives and Hedging (Topic 815): Application of the Normal Purchases and Normal Sales Scope Exception to Certain Electricity Contracts within Nodal Energy Markets specifies that the use of locational marginal pricing by an independent system operator does not constitute net settlement of a contract for the purchase or sale of electricity on a forward basis that necessitates transmission through, or delivery to a location within, a nodal energy market, even in scenarios in which legal title to the associated electricity is conveyed to the independent system operator during transmission. Consequently, the use of locational marginal pricing by the independent system operator does not cause that contract to fail to meet the physical delivery criterion of the normal purchases and normal sales scope exception. If the physical delivery criterion is met, along with all of the other criteria of the normal purchases and normal sales scope exception, an entity may elect to designate that contract as a normal purchase or normal sale. This ASU is effective upon issuance and should be applied prospectively. Therefore, an entity will have the ability to designate on or after the date of issuance any qualifying contracts as normal purchases or normal sales. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In August 2015, FASB issued Accounting Standards Update (ASU) No.2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date defers the effective date ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In November 2015, FASB issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments in this Update are effective for financial statements issued for annu |
2. PROPERTY AND EQUIPMENT
2. PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
2. PROPERTY AND EQUIPMENT | NOTE 2 - PROPERTY AND EQUIPMENT The Companys property and equipment consisted of the following at December 31, 2015 and December 31, 2014: Estimated 2015 2014 Useful Life Computer and Office Equipment $ 33,868 $ 33,868 5 -7 years Furniture and Fixtures 18,530 18,530 7 years 52,398 52,398 Less: Accumulated Depreciation (52,398 ) (52,398 ) $ $ Depreciation expense for the years ended December 31, 2015 and December 31, 2014 was $0 and $3,567, respectively. |
3. INCOME TAXES
3. INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
3. INCOME TAXES | NOTE 3 INCOME TAXES The following is a reconciliation of the effective income tax rate to the Federal statutory rate: 2015 2014 Income tax calculated at statutory rate (34.00%) (34.25%) State income taxes, net of Federal tax benefit (3.63%) (5.5%) Temporary differences 30.00% (5.84%) Permanent Differences 0.70% 25.14% Change in valuation allowance 6.93% (10.49%) (Benefit) from income taxes (0.00%) (30.94%) The accompanying financial statements include refundable income taxes of $237,077 and $237,077 at December 31, 2015 and 2014. These amounts represent the excess of federal and state income tax deposits over the expected tax liability. In addition, the Company recognized a deferred tax asset of approximately $159,500 during 2014. The deferred tax asset was derived from $35,000 from the write-off of prepaid malpractice insurance policy premiums that will be amortized over a three-year period for income tax reporting purposes, $41,000 related to accrued malpractice expenses not deductible until paid for income tax reporting purposes and a benefit of $83,500 from Florida NOL tax carryforwards. The Company recorded an increase in the valuation allowance of approximately $30,500 for the deferred tax asset because of uncertainty of realization. 2015 2014 Amortization of intangible assets $ 94,366 $ 112,894 Operating loss carryforward 187,019 46,606 Gross deferred tax assets 281,385 159,500 Valuation allowance (281,385 ) (159,500 ) Net deferred tax liability/(asset) $ $ The Company has net operating loss carry forwards (NOL) for income tax purposes of approximately $373,000. This loss is allowed to be offset against future income until the year 2036 when the NOLs will expire. Other timing differences relate to amortization for the acquisition of Integrated Timeshares Solutions, Inc. during the year ended December 31, 2014. The tax benefits relating to all timing differences have been fully reserved for in the valuation allowance account due to the substantial losses incurred through December 31, 2015. The change in the valuation allowance for the year ended December 31, 2015 was an increase of $121,885. The Company's tax returns for the prior three years remain subject to examination by major tax jurisdictions. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company became a loss corporation under the definition of Section 382. If the Company has experienced an ownership changed, utilization of the NOL carryforwards would be subject to an annual limitation under Section 382 of the Code which is determined by first multiplying the value of the Companys Shares at the time of ownership change by the applicable long term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL carryforwards before utilization. Further, until a study is completed and any limitation knows, no positions related to limitations are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitation will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operation or financial position of the Company. The NOL carryforwards expired in the years 2034 through 2035. |
4. ADVANCES FROM BAREBOAT CONTR
4. ADVANCES FROM BAREBOAT CONTRACT | 12 Months Ended |
Dec. 31, 2015 | |
Advances From Bareboat Contract | |
ADVANCES FROM BAREBOAT CONTRACT | NOTE 4 ADVANCES FOR BAREBOAT CONTRACT Poseidon Navigation Corp. (Poseidon), which is now our wholly owned subsidiary, will acquire a 1994 Japanese built Handymax vessel (43,656 dwt). The BBHP is essentially a lease to own arrangement. Poseidon paid $500,000 at November 24, 2015 as a down payment and will pay $1,721.25 per day, payable in advance every 30 days, for five years commencing on the date of delivery of the vessel. At the conclusion of the five years Poseidon will have the right to purchase the vessel for $10. On January 27, 2016 the company reached a further agreement to accept taking delivery of a 1996 built Handymax vessel (45,693 dwt) instead and to reduce the bareboat hire rate. (See Note 11) |
5. STOCKHOLDERS' EQUITY
5. STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
5. STOCKHOLDERS' EQUITY | NOTE 5 - SHAREHOLDERS' EQUITY Common Shares On July 16, 2014, the Company increased the authorized shares of Common Shares from 100,000,000 to 300,000,000 shares with the par value remaining at $0.001 per share. On June 10, 2014, the Company issued 2,700,000 shares of Common Shares to a non-related party for services with a fair value of $24,570. On June 10, 2014, the Company issued 2,700,000 shares of Common Shares to a non-related party for services with a fair value of $24,570. On August 26, 2014, the Company issued 25,411,801 shares of Common Shares to Osnah Bloom, CEO effective through December 31, 2015, for services rendered with a fair value of $203,294. On August 26, 2014, the Company issued 26,833,992 shares of Common Shares to Hina Sharma, former Director for services rendered with a fair value of $214,672. On August 26, 2014, the Company issued 21,296,819 shares of Common Shares to non-related party in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc with a fair market value of $170,375. On August 26, 2014, the Company issued 21,296,819 shares of Common Shares to non-related party in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc with a fair market value of $170,375. On August 26, 2014, the Company issued 4,685,300 shares of Common Shares to non-related party in exchange for 100,000 shares of Integrated Timeshare Solutions, Inc with a fair market value of $37,481. On August 26, 2014, the Company issued 4,966,855 shares of Common Shares to James Dodrill for legal services rendered with fair value of $39,736 On June 23, 2015, the company amended its Articles of Incorporation to increase the total number of shares of all classes of Shares to 2,010,000,000 shares, of which 2,000,000,000 shares shall be Common Shares with a par value of $0.0001 per share, and 10,000,000 shares shall be Serial Preferred Shares with a par value of $0.0001 per share. In March 2015, the Company entered into a settlement agreement with a former Officers and shareholders. Under the terms of the agreement, the Company agreed to pay $19,250 and forgive the $5,000 note receivable paid to the former Officer. The former Officers and shareholders agreed to relinquish his interest in the Company including 21,296,819 shares of the Companys Common Shares. As of December 31, 2015, the Company has paid $19,250 to the former officer and the share ownership has been returned to the Company. In May 2015, the former Directors agreed to relinquish 25,982,119 shares of the Companys Common Shares due to Company winding down the timeshare business. As of December 31, 2015 the share ownership has been returned to the Company. Preferred Shares The Company has 10,000,000 authorized shares of non-redeemable, convertible preferred Shares with a par value of $.0001. Each share of preferred Shares is convertible to 10 shares of Common Shares. On November 24, 2015 (the Effective Date), prior to the Asset Purchase Agreement with Boston Carriers, LTD (Boston Carriers), Boston Carriers sold Preferred shares raising net proceeds of $1,000,000. Pursuant to the terms of the Subscription Agreement, YP Holdings, LLC (YP) invested $1,000,000 to acquire 100 Boston Carriers Preferred Shares (the BC Preferred Shares) with a face value of $10,000 each which is convertible into shares of Boston Carriers Common Shares (the BC Common Shares) as described in the Certificate of Designations with respect to the Preference Shares (the Certificate of Designations). Pursuant to the Subscription Agreement, YP will be issued an equal number of shares of BC Preferred Shares as a commitment fee. Pursuant to the Certificate of Designations, the BC Preferred Shares will accrue cumulative dividends at a rate equal to 10.75% per annum, subject to adjustment as provided in the Certificate of Designations. The dividends are payable in cash or BC Common Shares at its option and upon conversion of the BC Preferred Shares; such dividends have a guaranteed payable amount. The Certificate of Designations will also provide that, immediately upon the Effective Date , YP has the right to convert the BC Preferred Shares into BC Common Shares at a conversion price of $1.00 per BC Common Shares, subject to adjustment as set forth in the Certificate of Designations. On or after ten years from the Effective Date, Boston Carriers has the right to redeem the BC Preferred Shares at the liquidation value of $10,000 per share (the Liquidation Value), plus accrued and unpaid dividends thereon. Prior to such time, Boston Carrier may redeem the BC Preferred Shares at the Liquidation Value plus the Embedded Dividend Liability (as defined in the Certificate of Designations), less any dividends paid (the Early Redemption Price). Upon certain liquidation events occurring prior to the ten-year anniversary of the Effective Date, Boston Carriers will redeem the BC Preferred Shares at the Early Redemption Price. The subscription is recorded as Shares subscription liability as the BC Preferred Shares have not been issued by Boston Carriers. Boston Carriers has reached an agreement with the subscriber for the actual issuance of the shares to take place from Boston Carriers, Inc. (formerly known as Integrated Inpatient Solutions Inc). On December 31, 2015, the Company assumed the stock subscription liability of $1,000,000, and the amount remaining outstanding as of December 31, 2015 as the Preference Shares have not been issued to the subscriber. On December 31, 2015, the Company entered into an Asset Purchase Agreement (the Purchase Agreement) pursuant to which the Company agreed to acquire all of the assets and liabilities of Boston Carriers LTD, a corporation organized under the laws of the Republic of the Marshall Islands (Boston Carriers) in exchange for newly issued shares of the Companys Series B Preferred Shares, $0.0001 par value per share (the Series B Preferred Shares), which were issued to the former sole Shareholder of Boston Carriers (the Exchange) as described herein. Included in the assets acquired was all outstanding Shares in Poseidon Navigation Corp. a corporation organized under the laws of the Republic of the Marshall Islands (Poseidon). Accordingly, as a result of the Exchange, Poseidon is now a wholly owned subsidiary of the Company. In connection with the execution of the Purchase Agreement, the Company filed a Certificate of Designations with the Secretary of State of the State of Nevada regarding the creation of the Series B Preferred Shares and an aggregate of 1,850,000 shares of Series B Preferred Shares were issued to the former Boston Carriers Shareholder. The Series B Preferred Shares will automatically convert, with no action by the holders thereof, into shares of Common Shares of the Corporation at a rate of 1,000 shares of Common Shares for each Series B Preferred share, on the date that is five (5) business days following the distribution by the Corporation of a cash dividend to the shareholders of its Common Shares of all amounts received by the Corporation as a refund to the Corporation from the United States Internal Revenue Service in connection with the Corporation's 2014 federal tax return less a maximum of $20,000 which would solely be used to pay the Corporations obligation under a settlement agreement relating to the Strong v. Strong lawsuit (the "Dividend"). The Series B Preferred Shares are not participating shares and prior to conversion the holders thereof shall not receive any dividend or other distribution from the Corporation and no portion of the Dividend will be distributed for the benefit of the holders of Series B Preferred Shares. Prior to conversion; however, the holders of Series B Preferred Shares shall be entitled to vote on all matters on which holders of Common Shares are entitled to vote and shall vote as if such Series B shares had converted, provided however, that the holders of Series B Preferred Shares shall not be entitled to vote on any matter which would amend the terms of and restrictions on the Series B Preferred Shares. On February 29, 2016, the Company agreed to file Articles of Conversion with the Nevada Secretary of State and Articles of Domestications with the Registrar of the Republic of the Marshall Islands effective March 21, 2016. Additionally, the Company agreed to adopt a Plan of Conversion whereby the Company becomes a Marshall Islands company effective March 21, 2016 . Concurrent with the Plan of Conversions, the Company agreed to change its name to Boston Carriers, Inc. (See Note 11) Further, as per the Articles of Incorporation, filed with the Registrar of the Republic of Marshall Islands, and effective March 21 2016, the aggregate number of shares of Shares that the Company is authorized to issue is two billion and ten million (2,010,000,000) shares of capital Shares of which: (i) two billion (2,000,000,000) shares shall be registered shares of common Shares, each with a par value of US$0.0001 per share (the Common Shares) registered shares; (ii) one million eight hundred and fifty thousand (1,850,000) shares shall be registered preferred shares, each with a par value of US$0.0001 per share (the Series A Preferred Shares), this Series A Preferred Shares will automatically convert, with no action by the holders thereof, into shares of Shares of the Company at a rate of 1,000 shares of common Shares for each Series A Preferred share, on the date that is five (5) business days following the distribution by the Company of a cash dividend to the shareholders of its common Shares of all amounts received by the Corporation as a refund to the Company from the United States Internal Revenue Service in connection with Companys 2014 federal tax return less a maximum of $20,000 which would solely be used to pay a Companys obligation under a settlement agreement relating to the Strong v. Strong lawsuit (the Dividend). The Series A Preferred Shares are not participating shares and prior to conversion the holders thereof shall not receive any dividend or other distribution from the Company and no portion of the Dividend will be distributed for the benefit of the holders of Series A Preferred Shares. Prior to conversion, however, the holders of Series A Preferred shares shall be entitled to vote on all matters on which holders of common Shares are entitled to vote and shall vote as if such Series A Preferred Shares had converted, provided however, that the holders of Series A Preferred Shares shall not be entitled to vote on any matter which would amend the terms of and restrictions on the Series A Preferred shares; (iii) two hundred and fifty thousand (250,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series B Preferred Shares) with the holder of this Series B Preferred Shares having the right to convert the preferred Shares into common Shares at a ratio of ten shares of common Shares for each share of preferred Shares held and having no other right; (iv) seven million nine hundred thousand (7,900,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series C Preferred Shares). All the authorized shares have been retroactively adjusted and reflected in the financial statements. Upon filing of the Articles of Conversion, the Company switched the names of its Series B Preferred Shares to Series A Preferred Shares to more accurately describe the related rights and preferences (See Note 11). The Series B Preferred Shares totaling 1,850,000 shares, was subsequently renamed to Series A Preferred Shares. The non-redeemable, convertible preferred Shares totaling 250,000 shares, which are issued and are outstanding as of December 31, 2015 and 2014, respectively, was subsequently renamed to Series B Preferred Shares. |
6. COMMITMENT AND CONTINGENCIES
6. COMMITMENT AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
6. COMMITMENT AND CONTINGENCIES | NOTE 6 - COMMITMENT AND CONTINGENCIES Commitments In April 2013, the Company entered into a one-year office lease agreement at $450 per month, and the lease expired in May 2014. The office space was being occupied on a month to month basis until the lease agreement was amended. In August 2014, the Company entered into an amended lease agreement. The lease term is one year commencing on June 1, 2014 and expired on May 31, 2015. The office space is currently being occupied on a month to month basis and the Company has no plans on relocating. The monthly rent remains at $450 per month. Total rent expense for the year ended December 31, 2015 and December, 31 2014 was $4,770 and $5,724, respectively. On August 26, 2014, the Company entered into an employment agreement with its Chief Executive Officer. The agreement is for a period of two years unless renewed or extended by both parties. The agreement provides an annual base salary of $80,000. The Officer is also eligible for a bonus payment based on the gross revenue achieved by the Company at the end of each twelve-month period following commencement of this agreement. The bonuses are ranging from $40,000 to $100,000 for gross revenues ranging from $3,750,000 to $7,500,000 and over $7,500,000. As of December 31, 2015 and December 31, 2014, the Company did not reach the targeted gross revenue respectively. Therefore, the Officer did not receive any bonuses in 2015 and 2014. This employment agreement was subsequently terminated and replaced by a consulting agreement effective January 1, 2016. (See Note 11) On August 26, 2014, the Company entered into an employment agreement with its Senior Vice President of Sales. The agreement is for a period of two years unless renewed or extended by both parties. The agreement provides an annual base salary of $80,000. The Officer is also eligible for a bonus payment based on the gross revenue achieved by the Company at the end of each twelve-month period following commencement of this agreement. The bonuses are ranging from $40,000 to $100,000 for the gross revenue ranging from $3,750,000 to $7,500,000 and over $7,500,000. In March 2015, the Officer entered into a settlement agreement with the Company. As a result, the employment agreement was concurrently terminated. Poseidon Navigation Corp. (Poseidon), which is now our wholly owned subsidiary, will acquire a 1994 Japanese built Handymax vessel (43,656 dwt). The BBHP is essentially a lease to own arrangement. Poseidon paid $500,000 at November 24, 2015 as a down payment and will pay $1,721.25 per day, payable in advance every 30 days, for five years commencing on the date of delivery of the vessel. At the conclusion of the five years, Poseidon will have the right to purchase the vessel for $10. On January 27, 2016, Poseidon reached a further agreement to accept delivery of a 1996 built Handymax Vessel instead and to reduce the bareboat hire rate. (See Note 11) Contingencies While providing healthcare services in the ordinary course of our business, the Company became involved in lawsuits and legal proceedings involving claims of medical malpractice related to medical services provided by our affiliated physicians. The Company is currently involved in the settlement stages of one such matter. The accompanying financial statements include an accrual of $95,000 for this matter under the caption liabilities from discontinued operations. This accrual represents the Companys anticipated deductible on the settlement. The details of this settlement are described more fully below. In September 2013, the Company became involved in a legal settlement relating to a malpractice claim. As a result of the settlement agreement, the Company agreed to pay a total amount of $500,000, which will be covered by the tail malpractice insurance. The Company has approximately $95,000 for the deductible on the tail malpractice insurance as of December 31, 2015 and December 31, 2014. Edra Schwartz as the Personal Representative of the Estate of Robert A. Schwartz, Deceased, v. Jason Strong, M.D., Aretha Nelson, M.D. and Inpatient Clinical Solutions, Inc In November 2011, the Company became involved in a legal settlement relating to a malpractice claim for $100,000. As a result of the settlement agreement, the Company agreed to pay a total amount of $100,000. As of December 31, 2015 and December 31, 2014, the remaining balances were approximately $20,000, which are due within the next year, and $40,000 respectively. In November 2014, the Company had a dispute with a former Officer and shareholder. The agreement was settled in March 2015 whereupon the Company agreed to pay the former Officer and shareholder $19,250 and forgive the $5,000 note receivable paid to the former Officer (see Note 4). The former Officer and shareholder agreed to relinquish his entire interest in the company, including his Shares ownership. As of December 31, 2015, the Company has paid $19,250 to the former officer and the Shares ownership has been returned to the Company. In October 2015, the Company became involved in a potential legal settlement relating to a malpractice claim. The Company and the other parties have not entered into a settlement agreement. However, the Company anticipates that the amount will be covered by the tail malpractice insurance. The Company has accrued $25,000 for the deductible on the tail malpractice insurance as of December 31, 2015. The Company is currently not aware of any other such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results except for the items described above. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The accrued legal settlements are presented as liabilities from discontinued operation in the accompanying balance sheets (see Note 9). |
7. TRANSACTIONS WITH RELATED PA
7. TRANSACTIONS WITH RELATED PARTY | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
7. TRANSACTIONS WITH RELATED PARTY | NOTE 7 TRANSACTIONS WITH RELATED PARTIES On August 26, 2014, the Company issued 25,411,801 shares of Common Shares to Osnah Bloom, former CEO for services rendered with a fair value of $203,294. On August 26, 2014, the Company issued 26,833,992 shares of Common Shares to Hina Sharma, former Director for services rendered with a fair value of $214,672. In March 2015, the Company entered into a settlement agreement with a former Officers and shareholders. Under the terms of the agreement, the Company agreed to pay $19,250 and forgive the $5,000 note receivable paid to the former Officer. The former Officers and shareholders agreed to relinquish his interest in the Company including 21,296,819 shares of the Companys Common Shares. As of December 31, 2015, the Company has paid $19,250 to the former officer and the Shares ownership has been returned to the Company treasury. During the year ended December 31, 2015, the former Officer and former principal shareholder of the Company paid expenses on behalf of the Company in the amount of $6,000. |
8. CONCENTRATIONS
8. CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
8. CONCENTRATIONS | NOTE 8 CONCENTRATIONS Geographic and Employment The interior design business was concentrated in South Florida. The Company relies on a former officer, which has remained as a temporary consultant. (See Note 11) The Company intends to carry on the business of maritime transportation and discontinue its interior decorating services. The maritime transportation business is based in Athens, Greece and is an integrated dry bulk shipping company which will own, operate and manage a fleet of dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Revenue and Accounts Receivable During the year ended December 31, 2015, 58% of revenues from the design business were derived from three customers of 28%, 19%, and 11% of net revenue. At December 31, 2014, 76% of revenues were derived from two customers at 65% and 11%. As of December 31, 2015, 84% of accounts receivable from the design business were derived from four customers at 28%, 28%, 17%, and 11%. As of December 31, 2014, 76% of accounts receivable from the design business were derived from two customers at 65% and 11%. Accounts receivable from customers relinquishing their Timeshares was $0 and $9,000 at December 31, 2015 and 2014. |
9. DISCONTINUED OPEARTIONS
9. DISCONTINUED OPEARTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
9. Discontinued Operations | NOTE 9 - Discontinued Operations In March 2013 management decided to exit the business Discontinued Operations The following table illustrates the reporting of the discontinued operations included in the Statements of Operations for the year ended December 31, 2015 and December 31, 2014. December 31, 2015 December 31, 2014 Timeshare deed liquidation revenue $ 54,231 $ 40,787 Impairment on Goodwill occurred in Integrated Timeshare Solutions, Inc - 372,965 Operating expenses: General and administrative 24,906 232,141 Total operating expenses 24,906 605,106 Income (loss) from discontinued operations $ 29,325 ($ 564,319) As of December 31, 2015 and December 31, 2014, assets and liabilities from discontinued operations are listed below: December 31, 2015 December 31, 2014 Cash $ 9,443 $ 20,496 Accounts receivable - 9,000 Escrow funds - timeshare - 16,050 Assets from discontinued operations $ 9,443 $ 45,546 Accrued legal settlements $ 94,294 $ 108,589 Client Deposits - Timeshare - 46,784 Other - 11,933 Liabilities from discontinued operations $ 94,294 $ 167,306 |
10. GOING CONCERN
10. GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern | |
GOING CONCERN | NOTE 10 GOING CONCERN As reflect in the accompanying consolidated financial statements, the Company had recurring losses from operations, has used cash in operations of $380,218 and has an accumulated deficit of $834,180 as of December 31, 2015. This raised substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its new business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans, including the acquisition of the 1996 built Handymax Vessel (See Note 11) provide the opportunity for the Company to continue as a going concern. |
11. SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
11. SUBSEQUENT EVENTS | NOTE 11 SUBSEQUENT EVENTS On January 1, 2016, the Company agreed to issue 26,274,987 shares of Common Shares to Osnah Bloom as compensation pursuant to a Consulting Agreement. The shares were issued on February 16, 2016 with a fair value of $105,100. On December 31, 2015, the Company agreed to issue 10,000,000 shares of Common Shares to James Dodrill for legal services rendered. There shares were issued on February 1, 2016 with a fair value of $25,000. On January 27, 2016, Poseidon reached a further agreement to accept taking delivery of a 1996 built Handymax vessel (45,693 dwt) instead and to reduce the bareboat hire rate. After the lessor failed to deliver the vessel in accordance with agreed terms, we mutually agreed to terminate the existing contract (dated November 24, 2015) without liability to either party. The amount which Poseidon previously paid, has been transferred and credited toward a new agreement for a newer vessel. Under the terms of the new agreement, Poseidon will acquire a 1996 Japanese built Handymax vessel (45,693 dwt). In addition to the down payment of $500,000, which was paid on November 24, 2015, we will pay $1,315 per day, payable in advance every 30 days, for five years commencing on the date of delivery of the vessel. At the conclusion of the five years, Poseidon will have the right to purchase the vessel for $125. The vessel was delivered to the Company on February 13, 2016. As of February 13, 2016, the Companys future minimum commitments, net of commissions under chartered-in vessels, were as follows: Chartered-in vessel to be delivered 2016 $ 423,430 2017 479,975 2018 479,975 2019 479,975 Thereafter 536,645 Total $ 2,400,000 On February 29, 2016, the Company agreed to file Articles of Conversion with the Nevada Secretary of State and Articles of Domestications with the Registrar of the Republic of the Marshall Islands effective March 21, 2016. Additionally, on February 29, 2016, the Company agreed to adopt a Plan of Conversion whereby the Company becomes a Marshall Islands company effective March 21, 2016. Concurrent with this plan the Company agreed to change its name to Boston Carriers, Inc. Upon filing of the Articles of Conversion, the Company switched the names of its Series B Preferred Shares to Series A Preferred Shares to more accurately describe the related rights and preferences (See Note 11). The Series B Preferred Shares totaling 1,850,000 shares, was renamed to Series A Preferred Shares. The non-redeemable, convertible preferred Shares totaling 250,000 shares that are issued and are outstanding as of December 31, 2015 and 2014, respectively, was renamed to Series B Preferred Shares. Following consummation of the above items, the Company adopted a plan to file Amended and Restated Articles of Incorporation to increase the authorized shares of the Companys Shares to issue fifty billion two million and one hundred thousand (50,002,100,000) shares of capital Shares, of which: (i) forty billion (40,000,000,000) shares shall be registered shares of Common Shares, par value of US$0.0001 per share (the Common Shares); (ii) five billion (5,000,000,000) shares shall be registered shares of Class B Common Shares, par value US$0.0001 per share (the Class B Shares); (iii) one million eight hundred and fifty thousand (1,850,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series A Preferred Shares), this Series A Preferred Shares will automatically convert, with no action by the holders thereof, into shares of Common Shares of the Corporation at a rate of 1,000 shares of Common Shares for each Series A Preferred share, on the date that is five (5) business days following the distribution by the Corporation of a cash dividend to the shareholders of its Common Shares of all amounts received by the Corporation as a refund to the Corporation from the United States Internal Revenue Service in connection with the Corporation's 2014 federal tax return less a maximum of $20,000 which would solely be used to pay the Corporations obligation under a settlement agreement relating to the Strong v. Strong lawsuit (the "Dividend"). The Series A Preferred Shares are not participating shares and prior to conversion the holders thereof shall not receive any dividend or other distribution from the Corporation and no portion of the Dividend will be distributed for the benefit of the holders of Series A Preferred shares. Prior to conversion, however, the holders of Series A Preferred shares shall be entitled to vote on all matters on which holders of Common Shares are entitled to vote and shall vote as if such Series A Preferred shares had converted, provided however, that the holders of Series A Preferred shares shall not be entitled to vote on any matter which would amend the terms of and restrictions on the Series A Preferred shares; (iv) two hundred and fifty thousand (250,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series B Preferred Shares) with the holder of this Series B Preferred Shares having the right to convert the preferred Shares into Common Shares at a ratio of ten shares of Common Shares for each share of preferred Shares held and having no other right; (v) five billion (5,000,000,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the Series C Preferred Shares) . The number of authorized shares of Common Shares,Class B Shares Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares may be increased or decreased (but not below the number of shares thereof then outstanding) by resolution of the Board of Directors or the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital Shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Shares, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Shares Designation. As of March 30, 2016, The amended and Restated Articles of Incorporation have not be filed and approved by The Registrar of The Republic of The Marshall Islands. |
1. ORGANIZATION AND SUMMARY O18
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The areas involving the most significant use of estimates include legal contingencies, deferred tax benefits, refundable income taxes, estimated realizable value of accounts receivable. These estimates are based on knowledge of current events and anticipated future events. The Company adjusts these estimates each period as more current information becomes available. The impact of any changes in estimates is included in the determination of earnings in the period in which the estimate is adjusted. Actual results may ultimately differ materially from those estimates. |
Cash | Cash The Company considers cash in banks and other highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of acquisition to be cash and cash equivalents. At December 31, 2015 and December 31, 2014, the Company had no cash equivalents. The Company maintains cash accounts in financial institutions that are guaranteed by the Federal Deposit Insurance Corporation (FDIC), as well as in financial institutions that are not guaranteed by FDIC. Deposits in excess of the FDIC insurance amount of $250,000 totaled $385,628 at December 31, 2015 and $80,000 at December 31, 2014. Management of the Company, considers the probability of incurring a loss deriving from the valuation of cash accounts in financial institutions that are not covered by FDIC, as remote. |
Accounts Receivable | Accounts Receivable The determination of bad debt allowances constitutes a significant estimate. Accounts receivable represent amounts due from interior design customers. Accounts receivable are recorded and stated at the amount expected to be collected and have been adjusted to reflect the differences between charges and the estimated reimbursable amounts. Accounts receivable represent amounts due from customers for design services and customers relinquishing their Timeshares. Accounts receivable from customers for design services are recorded and stated at the amount expected to be collected and reflect an allowance for uncollectible amounts of $3,022 and $6,987 at December 31, 2015 and December 31, 2014, respectively, Accounts receivable from customers relinquishing their Timeshares was $0 and $9,000 at December 31, 2015 and December 31, 2014, respectively. |
Inventory | Inventory Inventories consist of finished goods and are stated at the lower of cost and market. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful life of the asset. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Boston Carriers, Inc. (formerly known as Integrated Inpatient Solutions, Inc.) and its wholly owned subsidiaries; Integrated Timeshare Solutions, Inc. and Poseidon Navigation Corp. (from December 31, 2015). All intercompany transactions and balances have been eliminated in consolidation. As described previously, the Company completed the Share Exchange Agreement on August 26, 2014. The agreement resulted in the purchase of 100% of the outstanding shares of Integrated Timeshare Solutions, Inc. for 47,278,938 shares of the Companys Common Shares with a fair value of $378,231. Purchase Price $ 378,231 Cash 10,106 Notes receivable related party 7,000 Accounts Payable (3,250) Due to Related Party (8,590) Purchase Price Differential $ 372,965 |
Impairment of Goodwill and Long-Lived Assets | Impairment of Goodwill and Long-Lived Assets The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives, against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were $0 and $372,965 of impairment of long-lived assets as of December 31, 2015 and December 31, 2014, respectively. During the year ended December 31, 2014, $372,965 of impairment on the goodwill was associated with its purchase of all of the outstanding capital Shares of Integrated Timeshare Solutions, Inc. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The carrying amounts of the Companys financial assets and liabilities, such as cash, accounts receivable, deposits, accounts payable and accrued liabilities, approximate their fair values because of the short maturity of these instruments. |
Revenue Recognition | Revenue Recognition The Company follows ASC 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. Interior Design Timeshare Liquidation Maritime Transport Voyage revenues for the transportation of cargo will be recognized ratably over the estimated relative transit time of each voyage. A voyage will be deemed to commence when a vessel is available for loading and will be deemed to end upon the completion of the discharge of the current cargo. Estimated losses on voyages are provided for in full at the time such losses become evident. Under a voyage charter, the Company agrees to provide a vessel for the transportation of specific goods between specific ports in return for payment of an agreed upon freight rate per ton of cargo. Revenues will be recorded net of address commissions. Address commissions represent a discount provided directly to the charterers based on a fixed percentage of the agreed upon charter rate. Since address commissions represent a discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction of revenue. Revenue from time chartering and bareboat chartering will be earned and recognized on a daily basis as the service is delivered. Revenue arising from contracts that provide our customers with continuous access to convoy capacity is recognized ratably over the period of the contracts. Demurrage income represents payments made by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter and will be recognized as it is earned. Revenues arising from contracts that provide our customers with continuous access to convoy capacity will be recognized ratably over the period of the contracts. Revenues from time chartering of vessels will be accounted for as operating leases and are thus recognized on a straight line basis as the average revenue over the rental periods of such charter agreements as service is performed, except for loss generating time charters, in which case the loss will be recognized in the period when such loss is determined. A time charter involves placing a vessel at the charterers disposal for a period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Short period charters for less than three months will be referred to as spot-charters. Charters extending three months to a year are generally referred to as medium-term charters. All other charters will be considered long-term. Under time charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel. |
Income Taxes | Income Taxes The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. The Companys tax returns for the years ended 2012, 2013, 2014 and 2015 remain open for audit by the Internal Revenue Service. On March 21, 2016, the Company redomiciled to a Marshall Islands Corporation. Pursuant to various treaties and the United States Internal Revenue Code, the Company believes that substantially all its operations will be exempt from income taxes in the Marshall Islands and the United States of America effective March 21, 2016. Marshall Islands and Liberia do not impose a tax on international shipping income. Under the laws of Marshall Islands and Liberia, the countries of incorporation of the Company and its subsidiary and the vessels registration, the companies are subject to registration and tonnage taxes which will be included in direct vessel expenses in the accompanying consolidated statements of operations. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company computes earnings (loss) per share in accordance with the provisions of FASB ASC Topic 260, "Earnings Per Share," which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held Common Shares. Basic earnings (loss) per share are computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed assuming the exercise of dilutive Shares options under the treasury Shares method and the related income tax effects. As of December 31, 2015 and 2014, the Company has 1,850,000 and 0 shares of Series A Preferred Shares issued and outstanding convertible into 1,850,000,000 and 0 shares of Common Share, respectively. As of December 31, 2015 and 2014, the Company had 250,000 shares of Series B Preferred Shares outstanding convertible into 2,500,000 shares of Common Share. |
Reclassification | Reclassification Certain reclassifications, including discontinued operations, have been made to the prior years data to conform to current year presentation. These reclassifications had no effect on net income (loss). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-04, Compensation Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employers Defined Benefit Obligation and Plan Assets, permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entitys fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-05, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement, provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-06, Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions, specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In May 2015, FASB issued Accounting Standards Update (ASU) No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. This ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entitys financial statements. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In June 2015, FASB issued Accounting Standards Update (ASU) No. 2015-10, Technical Corrections and Improvements covers a wide range of Topics in the Codification. The amendments represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, some of the amendments will make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. Transition guidance varies based on the amendments in this ASU. The amendments in this ASU that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this ASU. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In July 2015, FASB issued Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In August 2015, FASB issued Accounting Standards Update (ASU) No. 2015-13, Derivatives and Hedging (Topic 815): Application of the Normal Purchases and Normal Sales Scope Exception to Certain Electricity Contracts within Nodal Energy Markets specifies that the use of locational marginal pricing by an independent system operator does not constitute net settlement of a contract for the purchase or sale of electricity on a forward basis that necessitates transmission through, or delivery to a location within, a nodal energy market, even in scenarios in which legal title to the associated electricity is conveyed to the independent system operator during transmission. Consequently, the use of locational marginal pricing by the independent system operator does not cause that contract to fail to meet the physical delivery criterion of the normal purchases and normal sales scope exception. If the physical delivery criterion is met, along with all of the other criteria of the normal purchases and normal sales scope exception, an entity may elect to designate that contract as a normal purchase or normal sale. This ASU is effective upon issuance and should be applied prospectively. Therefore, an entity will have the ability to designate on or after the date of issuance any qualifying contracts as normal purchases or normal sales. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In August 2015, FASB issued Accounting Standards Update (ASU) No.2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date defers the effective date ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In November 2015, FASB issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
1. ORGANIZATION AND SUMMARY O19
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Cash 10,106 Notes receivable related party 7,000 Accounts Payable (3,250) Due to Related Party (8,590) Purchase Price Differential $ 372,965 |
2. PROPERTY AND EQUIPMENT (Tabl
2. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Estimated 2015 2014 Useful Life Computer and Office Equipment $ 33,868 $ 33,868 5 -7 years Furniture and Fixtures 18,530 18,530 7 years 52,398 52,398 Less: Accumulated Depreciation (52,398 ) (52,398 ) $ $ |
3. INCOME TAXES (Tables)
3. INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred Income Taxes | 2015 2014 Income tax calculated at statutory rate (34.00%) (34.25%) State income taxes, net of Federal tax benefit (3.63%) (5.5%) Temporary differences 30.00% (5.84%) Permanent Differences 0.70% 25.14% Change in valuation allowance 6.93% (10.49%) (Benefit) from income taxes (0.00%) (30.94%) |
Reconciliation Income Tax Rates | 2015 2014 Amortization of intangible assets $ 94,366 $ 112,894 Operating loss carryforward 187,019 46,606 Gross deferred tax assets 281,385 159,500 Valuation allowance (281,385 ) (159,500 ) Net deferred tax liability/(asset) $ $ |
8. DISCONTINUED OPERATONS (Tabl
8. DISCONTINUED OPERATONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | December 31, 2015 December 31, 2014 Timeshare deed liquidation revenue $ 54,231 $ 40,787 Impairment on Goodwill occurred in Integrated Timeshare Solutions, Inc - 372,965 Operating expenses: General and administrative 24,906 232,141 Total operating expenses 24,906 605,106 Income (loss) from discontinued operations $ 29,325 ($ 564,319) As of December 31, 2015 and December 31, 2014, assets and liabilities from discontinued operations are listed below: December 31, 2015 December 31, 2014 Cash $ 9,443 $ 20,496 Accounts receivable - 9,000 Escrow funds - timeshare - 16,050 Assets from discontinued operations $ 9,443 $ 45,546 Accrued legal settlements $ 94,294 $ 108,589 Client Deposits - Timeshare - 46,784 Other - 11,933 Liabilities from discontinued operations $ 94,294 $ 167,306 |
11. SUBSEQUENT EVENTS (Tables)
11. SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events Tables | |
Commitments | Chartered-in vessel to be delivered 2016 $ 423,430 2017 479,975 2018 479,975 2019 479,975 2020 536,645 Total $ 2,400,000 |
1. ORGANIZATION AND SUMMARY O24
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Principles of Consolidation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Purchase price | $ 378,231 | |
Cash | 0 | $ 10,106 |
Notes receivable - related party | 7,000 | |
Accounts payable | 372,965 | |
Due to related party | (8,590) | |
Purchase Price Differential | $ 372,965 |
2. PROPERTY AND EQUIPMENT - Pro
2. PROPERTY AND EQUIPMENT - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Less: Accumulated Depreciation | $ (52,398) | $ (52,398) |
Property and Equipment Net | $ 0 | $ 0 |
Estimated Useful Life | 7 years | 7 years |
Computer and Office Equipment | ||
Property and Equipment Gross | $ 33,868 | $ 33,868 |
Furniture and Fixtures | ||
Property and Equipment Gross | $ 18,530 | $ 18,530 |
2. PROPERTY AND EQUIPMENT (Deta
2. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $ 0 | $ 3,567 |
3. INCOME TAXES - Reconciliatio
3. INCOME TAXES - Reconciliation Income Tax Rates (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income tax calculated at statutory rate | (34.00%) | (34.25%) |
State income taxes, net of Federal tax benefit | (3.63%) | (5.50%) |
Temporary differences | 30.00% | (5.84%) |
Permanent Differences | 0.70% | 25.14% |
Change in valuation allowance | 6.93% | (10.49%) |
Provision for income taxes | 0.00% | (30.94%) |
3. INCOME TAXES - Deferred Inco
3. INCOME TAXES - Deferred Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Amortization of intangible assets | $ 94,366 | $ 112,894 |
Operating loss carryforward | 187,019 | 46,606 |
Gross deferred tax assets | 281,385 | 159,500 |
Valuation allowance | (281,385) | (159,500) |
Net deferred tax liability/(asset) | $ 0 | $ 0 |
7. TRANSACTIONS WITH RELATED 29
7. TRANSACTIONS WITH RELATED PARTY (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transactions [Abstract] | ||
Due to related party | $ 6,000 | $ 0 |
9. DISCONTINUED OPERATIONS (Det
9. DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Impairment on Goodwill occurred in Integrated Timeshare Solutions, Inc. | $ 0 | $ 372,965 | |
Operating expenses: | |||
Cost of services-physicians | 332,919 | 286,093 | |
General and administrative | 245,367 | 766,769 | |
Income (loss) on discontinued operations | 29,325 | (564,319) | |
Cash | 397,424 | 372,206 | $ 538,633 |
Escrow funds - timeshare | 174,965 | 0 | |
Assets from discontinued operations | 9,443 | 45,546 | |
Other | 500,000 | 0 | |
Liabilities from discontinued operations | 94,294 | 167,306 | |
Discontinued Operations [Member] | |||
Timeshare Deed Liquidation (net of allowances for uncollectible amounts) | 54,231 | 40,787 | |
Impairment on Goodwill occurred in Integrated Timeshare Solutions, Inc. | 0 | 372,965 | |
Operating expenses: | |||
General and administrative | 24,906 | 232,141 | |
Total operating expenses | 24,906 | 605,106 | |
Income (loss) on discontinued operations | 29,325 | (564,319) | |
Cash | 9,443 | 20,496 | |
Accounts receivable | 0 | 9,000 | |
Escrow funds - timeshare | 0 | 16,050 | |
Assets from discontinued operations | 9,443 | 45,546 | |
Accrued legal settlements | 94,294 | 108,589 | |
Client Deposits-Timeshare | 0 | 46,784 | |
Other | 0 | 11,933 | |
Liabilities from discontinued operations | $ 94,294 | $ 167,306 |
11. SUBSEQUENT EVENTS (Details)
11. SUBSEQUENT EVENTS (Details) | Feb. 13, 2016USD ($) |
Subsequent Events Details | |
2,016 | $ 423,430 |
2,017 | 479,975 |
2,018 | 479,975 |
2,019 | 479,975 |
Thereafter | 536,645 |
Total | $ 2,400,000 |