INTREorg SYSTEMS (IORG) 10-K 9 Jul 15 2014 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2014	Jul. 07, 2015	Jun. 30, 2014
Entity Registrant Name	INTREorg SYSTEMS INC.
Entity Central Index Key	1,295,560
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		14,079,419
Entity Public Float			$ 2,270,112
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2,014
Document Fiscal Period Focus	FY
Amendment Flag	false

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Current Assets:
Cash		$ 51
Prepaid expenses		3,573
Total Current Assets		3,624
Licensing agreement, net	$ 12,500	25,000
TOTAL ASSETS	12,500	28,624
Current Liabilities
Accounts payable	496,078	458,803
Accounts payable - related parties	295,253	149,962
Accrued interest and other liabilities	468,020	378,120
Accrued contingencies	453,290	453,290
Notes payable	521,000	521,000
Revolving line of credit - related party	459,754	295,231
Total Current Liabilities	2,693,395	2,256,406
Commitments and Contingencies	0	0
Stockholders' Deficit
Preferred Stock, no par value; 10,000,000 shares authorized none issued and outstanding	0	0
Common Stock, no par value; 100,000,000 shares authorized 13,114,872 and 12,845,072 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively	1,881,944	1,803,404
Additional paid in capital	254,744	231,189
Accumulated deficit	(4,817,583)	(4,262,375)
Total stockholders' deficit	(2,680,895)	(2,227,782)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 12,500	$ 28,624

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2014	Dec. 31, 2013
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common Stock, No Par Value (in dollars per share)	$ 0	$ 0
Common Stock, Shares Authorized (in shares)	100,000,000	100,000,000
Common Stock, Shares Issued (in shares)	13,114,872	12,845,072
Common Stock, Shares Outstanding (in shares)	13,114,872	12,845,072

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
General and administrative expenses	$ 390,132	$ 714,540
Consulting fees- related parties	85,040	74,500
Interest Expense	42,335	42,324
Interest expense- related party	37,701	18,474
Total operating expenses	555,208	849,838
Net loss	$ (555,208)	$ (849,838)
Net loss per share of common stock (in dollars per share)	$ (0.04)	$ (0.07)
Weighted average number of common shares outstanding (in shares)	12,976,579	12,464,909

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Cash Flows from Operating Activities
Net Loss	$ (555,208)	$ (849,838)
Adjustments to reconcile net loss to net cash used by operating activities
Common stock and options issued for services	102,095	233,532
Amortization	$ 16,073	12,500
Changes in operating assets and liabilities
(Increase)/decrease in Prepaid expenses		2,927
Advances / (repayment) - related party		20,000
Increase in Accounts Payable and accrued expenses	$ 37,275	283,059
Increase in accounts payable related parties	145,291	$ 98,473
Increase in accrued interest and other liabilities	89,900
Net Cash Flows Used by Operating Activities	(164,574)	$ (199,347)
Net Cash Flows Provided (Used) by Investing Activities	0	0
Cash Flows from Financing Activities
Increase / (decrease) in related party revolving line of credit	164,523	173,338
Net Cash Flows Provided by Financing Activities	164,523	173,338
Net (Decrease) Increase in Cash	(51)	(26,009)
Cash at Beginning of Period	$ 51	26,060
Cash at End of Period		51
Supplemental Disclosure of Cash Flow Informantion
Cash paid for interest	$ 0	0
Cash paid for taxes	$ 0	0
Common stock issued for prepaid expenses		$ 6,500

Statements of Stockholders' Def

Statements of Stockholders' Deficit - USD ($)	Issued For Legal Services [Member]Common Stock [Member]	Issued For Legal Services [Member]Preferred Stock [Member]	Issued For Legal Services [Member]Additional Paid-in Capital [Member]	Issued For Legal Services [Member]Retained Earnings [Member]	Issued For Legal Services [Member]	Issued for Legal Services 2 [Member]Common Stock [Member]	Issued for Legal Services 2 [Member]Preferred Stock [Member]	Issued for Legal Services 2 [Member]Additional Paid-in Capital [Member]	Issued for Legal Services 2 [Member]Retained Earnings [Member]	Issued for Legal Services 2 [Member]	Issued for Web Design [Member]Common Stock [Member]	Issued for Web Design [Member]Preferred Stock [Member]	Issued for Web Design [Member]Additional Paid-in Capital [Member]	Issued for Web Design [Member]Retained Earnings [Member]	Issued for Web Design [Member]	Issuance for Legal Services 3 [Member]Common Stock [Member]	Issuance for Legal Services 3 [Member]Preferred Stock [Member]	Issuance for Legal Services 3 [Member]Additional Paid-in Capital [Member]	Issuance for Legal Services 3 [Member]Retained Earnings [Member]	Issuance for Legal Services 3 [Member]	Issuance for Consulting Services [Member]Common Stock [Member]	Issuance for Consulting Services [Member]Preferred Stock [Member]	Issuance for Consulting Services [Member]Additional Paid-in Capital [Member]	Issuance for Consulting Services [Member]Retained Earnings [Member]	Issuance for Consulting Services [Member]	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2012																										12,202,266
Balance at Dec. 31, 2012																										$ 1,653,913		$ 140,648	$ (3,412,537)	$ (1,617,976)
Options issued for Directors fees																												$ 90,541		90,541
Common stock issued for services (in shares)	100,000					50,000					32,500					214,706					245,600
Common stock issued for services	$ 25,000				$ 25,000	$ 13,050				$ 13,050	$ 6,500				$ 6,500	$ 42,941				$ 42,941	$ 62,000				$ 62,000
Net Loss																													$ (849,838)	(849,838)
Balance (in shares) at Dec. 31, 2013																										12,845,072
Balance at Dec. 31, 2013																										$ 1,803,404		$ 231,189	$ (4,262,375)	(2,227,782)
Options issued for Directors fees																												$ 23,555		23,555
Common stock issued for services (in shares)																					269,800
Common stock issued for services																					$ 78,540				$ 78,540
Net Loss																													$ (555,208)	(555,208)
Balance (in shares) at Dec. 31, 2014																										13,114,872
Balance at Dec. 31, 2014																										$ 1,881,944		$ 254,744	$ (4,817,583)	$ (2,680,895)

Note 1 - Organization, Basis of

Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]	NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. Organization INTREorg Systems, Inc. (the “Company”) was incorporated under the laws of the State of Texas on November 3, 2003. The Company was organized for the purpose of providing internet consulting and "back office" services to companies. The Company's fiscal year end is December 31st. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Going Concern The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current liabilities exceed the current assets by $2,693,395at December 31, 2014. During the year ended December 31, 2014, the Company did not generate any revenues. At December 31, 2014, the Company had an accumulated deficit of $4,817,583. The Company has not earned revenues from operations. The Company's ability to continue as a going concern is dependent upon its ability to raise the necessary capital to further implement its business plan, launch its operations and ultimately achieve profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Accordingly, there is substantial doubt as to our ability to continue as a going concern. However, management believes that actions presently being taken provide the opportunity for the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly-liquid debt instruments, with an original maturity of three months, to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Net Loss Per Share Net loss per share is based on the weighted average number of common shares outstanding during the period. This number has not been adjusted for outstanding options since the average would be anti-dilutive. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided for using the straight-line method over the useful life of the assets. Long-Lived Assets Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than assets’ carrying amount. Amortization The Company is amortizing its license agreement over its three year estimated useful life beginning in January 2013, the date placed in service. Fair Value Estimates Pursuant to the ASC 820, “ Fair Value Measurements and Disclosures Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life. Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The carrying values for cash and cash equivalents, accounts receivable, prepaid assets, accounts payable and accrued liabilities approximate their fair value due to their short maturities. Share Based Compensation The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values, as required by FASB ASC 718. Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, as required by FASB ASC 505. In accordance with ASC 505, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs. Recent Accounting Pronouncements In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

Note 2 - Related Party Transact

Note 2 - Related Party Transactions	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	NOTE 2. RELATED PARTY TRANSACTIONS Line of Credit On June 19, 2011, the Company entered into a revolving line of credit with J.H. Brech, LLC (“Brech”), a related party, to provide access to funding for our operations. Under the terms of the 8% line of credit, we have access of up to $500,000. Advances under this line of credit were in abeyance for approximately 12 months, between August of 2011 and August of 2012; however, the line of credit is open again and we may take advances out pursuant to the terms summarized herein. On August 26, 2014, the line of credit was amended to decrease the conversion price. Interest accrues at 8% per annum on the outstanding principal amount due under the revolving line of credit and is payable semi-annually on June 30 and December 31 of each year commencing June 30, 2011. The principal and any accrued but unpaid is due on the earlier of: · June 19, 2014 (the revolver has not been formally extended, however, the Company continues to borrow under the revolver), or · the date on which we receive at least $1.5 million in gross proceeds through one or a series of transactions. At the Company’s sole discretion, we can pay the interest in shares of our common stock valued as follows: ● if our common stock is not listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the OTC Markets Group (formerly the Pink Sheets), interest shares are valued at the greater of $1.00 per share or the fair market value as determined in good faith by us based upon the most recent arms-length transaction, or ● if our common stock is listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the OTC Markets Group, interest shares will be valued at the greater of (A) the closing price of our common stock on the trading day immediately preceding the date the interest payment is due and payable, or (B) the average closing price of the common stock for the five trading days immediately preceding the date the interest payment is due and payable. The Company may prepay the note at any time without penalty. Upon an event of default, Brech has the right to accelerate the note. Events of default include: ● our failure to pay the interest and principal when due, ● a default by us under the terms of the note, ● appointment of a receiver, filing of a bankruptcy provision, a judgment or levy against our company exceeding $50,000 or a default under any other indebtedness exceeding $50,000, ● a liquidation of our company or a sale of all or substantially all of our assets, or ● a change of control of our company as defined in the note. On August 25, 2014, we entered into an amendment to the Line of Credit to provide that the conversion price shall be revised from $1.00 per share to $0.25 per share. The parties also acknowledged and agreed that no payment of principal of the Line of Credit has been made and received, and accordingly, the amended conversion price applies to both the interest and principal of the Line of Credit. Accrued and unpaid interest on the Line of Credit at December 31, 2014 totaled $71,717. As of December 31, 2014, the Company owed JH Brech, a related party, $459,754 for amounts advanced to the Company for working capital expenses. The maturity date on the Line of Credit was not amended. The balance is past due and is classified as a current liability as of December 31, 2014 and 2013. As of the date of this Report, J.H. Brech, LLC has not declared a default on the Line of Credit. 28 Cicerone Consulting Agreement As of December 31, 2014 and 2013, Cicerone Corporate Development, LLC ("Cicerone") is owed $29,946 for reimbursable expenses on behalf of the Company, under the terms of the Company's 2011 consulting agreement with Cicerone, which was terminated in 2011. Board Compensation On May 1, 2014, the Company granted Michael Farmer, a member of the board of directors, options to purchase 200,000 shares of the Company’s common stock at $3.00 per share and options to purchase 100,000 shares of the Company’s common stock at $1.00 per share. 25% of the options vest at the one year anniversary of the day of grant and 2.0833% each month thereafter. The options expire on May 1, 2017 and had an estimated grant date fair value of $105,997, which is recognized in expense over the three year vesting period. The Company used the Black Scholes option model to value the option awards. During the year ended December 31, 2014 the Company recognized an expense of $23,555 relating to this award. None was recognized in the prior year period. On October 1, 2013, the Company entered into a consulting agreement with its Chief Executive Officer and President, Darren Dunckel. Pursuant to the consulting agreement, Mr. Dunckel is entitled to $7,000 per month and 25% of the revenue generated by his gross sales of our products and services; additionally, the Company shall reimburse him for all pre-approved and reasonable expenses Mr. Dunckel incurs while carrying out his consulting duties. The consulting agreement shall continue in place and Mr. Dunckel shall remain entitled to the same compensation until such time as the Company enters into a new agreement with him as President. Payable to the Chief Executive Officer and President On February 3, 2014, Darren Dunckel paid certain legal, accounting and other invoices on behalf of the Company aggregating $33,837. Such advances have not been repaid and are included in accounts payable- related parties.

Note 3 - Notes Payable

Note 3 - Notes Payable	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Debt Disclosure [Text Block]	NOTE 3 NOTES PAYABLE. The Company's notes total $521,000 at December 31, 2014 and 2013 and bear interest at rates ranging for 6% to 10% per annum. Accrued and unpaid interest at December 31, 2014 and 2013 amounted to approximately $308,613 and $266,278 and is included with accrued interest and other liabilities in the accompanying financial statements. All of the Company's notes payable are past due and in default.

Note 4 - Commitments and Contin

Note 4 - Commitments and Contingencies	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	NOTE 4 COMMITMENTS AND CONTINGENCIES At December 31, 2014 and 2013, management estimates there is a potential liability of $453,290 related to the operations under the former management of the Company. The contingent amount is recorded as a contingent liability in the accompanying financial statements and relates primarily to compensation in years prior to 2009. Management is not aware of any pending or threatened litigation involving the Company as of December 31, 2014 or since, through the date of these financial statements.

Note 5 - Capital Stock

Note 5 - Capital Stock	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	NOTE 5 . CAPITAL STOCK. On October 31, 2012, the Company entered into an intellectual property license and consulting agreement with, Public Issuer Stock Analytics, a related party. The following are the terms: 1. Upon the execution and as of the effective date of this Agreement, two hundred and fifty thousand 250,000 shares of restricted common stock. 2. Thereafter and until the second anniversary, twenty thousand 20,000 shares of restricted common stock monthly, and one percent (1%) of Gross Sales of products and/or services on quarterly gross sales being payable in the form of cash or restricted common stock, with the amount of all restricted common stock being based on the market close on the last business day of each month in each quarter as it is found in Bloomberg. 3. Thereafter and until the third anniversary, twenty thousand 20,000 shares of restricted common stock solely for the purposes of compensation for licensor’s Consulting Services, and two percent 2% of Gross Sales of products and/or services on quarterly gross sales being payable in the form of cash or restricted common stock, with the amount of all restricted common stock being based on the market close on the last business day of each month in each quarter as it is found in Bloomberg. 4. Following the third anniversary, twenty thousand 20,000 shares of restricted common stock solely for the purposes of compensation for licensor’s Consulting Services, and three percent 3 % of Gross Sales of products and/or services on quarterly gross sales being payable in the form of cash or restricted common stock, with the amount of all restricted common stock amount based on the market close on the last business day of each month in each quarter as it is found in Bloomberg. 5. In the event that no Gross Sales exist for any given period compensation will solely be the issuance of twenty thousand 20,000 shares of restricted common stock, with such issuance being based on the market close on the last business day of each month in each quarter as such market close is found in Bloomberg. 29 As of December 31, 2014, PISA has received 250,000 shares of common stock issued upon execution of the agreement, valued at $37,500 ($.15 per share) the fair market value on the date of issuance. During 2014, PISA earned an aggregate of 249,800 shares related to the monthly compensation, valued at $72,540 ($.20 to $.40 per share) the fair market value on the date of issuance. On April 25, 2014, the Company authorized the issuance of 20,000 shares valued at $6,000 to PT Platinum Consulting, LLC for professional services related to financial reporting and accounting. As of December 31, 2014, a total of 140,000 shares authorized, but not issued, are shown as outstanding as the issuance of such shares is deemed as a ministerial act. During 2013, PISA earned an aggregate of 245,600 shares related to the monthly compensation, valued at $64,240 the fair market value on the date of issuance. These shares are shown as outstanding at December 31, 2013 as the issuance of such shares is deemed a ministerial act. Such shares were issued in 2014. 2010 Stock Option and Award Incentive Plan On June 29, 2010, the Company’s shareholders approved the adoption of the Company’s 2010 Stock Option and Award Incentive Plan (the “Plan”). The Plan, which provides for the grant of stock options to the Company’s directors, officers, employees, consultants, and advisors of the Company, is administered by a committee consisting of members of the Board of Directors (the "Stock Option Committee"), or in its absence, the Board of Directors. The Plan provides for a total of 2,000,000 shares of common stock to be reserved for issuance subject to options. Pursuant to the Software Development and Ongoing Maintenance Agreement we entered into with Central Coast Technology Associates ("Central Coast") on June 13, 2013, we issued Central Coast options to purchase up to 1,000,000 shares of our common stock at an exercise price of $0.25 per share. The options vest in stages based on completion of work pursuant to the Software Development Agreement and also contain provisions for cashless exercise. If Central Coast fails to fully complete such services, we have the right to purchase such options for $1,000 and terminate the Software Development Agreement; provided however, that if Central Coast fails to complete only part of such services, we can purchase up to 50% of the options for $500. The Company recognizes an expense for the fair value of the award at the date of grant at the earlier of the vesting of the options or when achievement of the performance objective has been met or is reasonably assured. As of December 31, 2014 none of these criteria had been met. On May 1, 2014, the Company granted Michael Farmer, a member of the board of directors, options to purchase 200,000 shares of the Company’s common stock at $3.00 per share and options to purchase 100,000 shares of the Company’s common stock at $1.00 per share. 25% of the options vest at the one year anniversary of the day of grant and 2.0833% each month thereafter. The options expire on May 1, 2017 and had an estimated grant date fair value of $105,997, which is recognized in expense over the three year vesting period. The Company used the Black Scholes option model to value the option awards. During the year ended December 31, 2014, the Company recognized an expense of $23,555 relating to this award. None was recognized in the prior year periods. 30 The grant date fair value of options granted for the years ended December 31, 2014 and 2013 were based on the Black Scholes model using the following assumptions: Year ended December 31, 2014 2013 Weighted average fair value per option granted during the period $ 0.35 $ 0.15 Assumptions: Weighted average stock price volitility 430 % 420 % Dividends - - Weighted average risk free rate of return 0.30 % 1.1 % Weighted average estimated forfeiture rate - - Weigthed average expected term (years) 3 5 A summary of option activity for the years ended December 31, 2014 and 2013 are presented below: Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance January 1, 2013 1,000,000 0.25 3.50 250,000 Granted 300,000 2.33 2.33 700,000 Exercised - - - - Expired - - - - Balance December 31, 2014 1,300,000 0.95 3.20 $ 2,097,000 Options exercisable at December 31, 2014 - - - $ -

Note 6 - Income Taxes

Note 6 - Income Taxes	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Income Tax Disclosure [Text Block]	NOTE 6. INCOME TAXES The deferred tax asset as of December 31, 2014 and 2013 was approximately $627,000 and $473,000, respectively, offset by valuation allowances of the same amount resulting in a deferred tax assets of December 31, 2014 and 2014 of $0. There is no income tax provision for either year due to the change in valuation allowance. The difference between the effective rate and the statutory rate is the result of the change in the valuation allowance. At December 31, 2014 the Company had an unused net operating loss carry over approximating $1,845,000 that is potentially available to offset future taxable income, it expires beginning 2026. The Company has not filed its Federal tax returns for 2009-2014 and could be subject to penalty for its delinquency. Additionally, the availability of its net operating loss may be subject to adjustment.

Note 7 - Subsequent Events

Note 7 - Subsequent Events	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 7. SUBSEQUENT EVENTS. During the period January 1, 2015 through April 2015, the Company authorized the issuance of 20,000 shares per month to Public Issuer Stock Analytics pursuant to the terms of the intellectual property license and consulting agreement the Company maintains with them. The grants aggregated 80,000 shares valued at the closing price as of the date of grant for a total of $25,000. In March 2015, the Company issued shares required to be issued for various series rendered to the Company resulting in the issuance of 1,024,547 shares.

Significant Accounting Policies

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2014
Accounting Policies [Abstract]
Reclassification, Policy [Policy Text Block]	Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.
Going Concern [Policy Text Block]	Going Concern The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current liabilities exceed the current assets by $2,693,395at December 31, 2014. During the year ended December 31, 2014, the Company did not generate any revenues. At December 31, 2014, the Company had an accumulated deficit of $4,817,583. The Company has not earned revenues from operations. The Company's ability to continue as a going concern is dependent upon its ability to raise the necessary capital to further implement its business plan, launch its operations and ultimately achieve profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Accordingly, there is substantial doubt as to our ability to continue as a going concern. However, management believes that actions presently being taken provide the opportunity for the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and Cash Equivalents The Company considers all highly-liquid debt instruments, with an original maturity of three months, to be cash equivalents.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Income Tax, Policy [Policy Text Block]	Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Earnings Per Share, Policy [Policy Text Block]	Net Loss Per Share Net loss per share is based on the weighted average number of common shares outstanding during the period. This number has not been adjusted for outstanding options since the average would be anti-dilutive.
Property, Plant and Equipment, Policy [Policy Text Block]	Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided for using the straight-line method over the useful life of the assets.
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]	Long-Lived Assets Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than assets’ carrying amount.
Depreciation, Depletion, and Amortization [Policy Text Block]	Amortization The Company is amortizing its license agreement over its three year estimated useful life beginning in January 2013, the date placed in service.
Fair Value of Financial Instruments, Policy [Policy Text Block]	Fair Value Estimates Pursuant to the ASC 820, “ Fair Value Measurements and Disclosures Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life. Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The carrying values for cash and cash equivalents, accounts receivable, prepaid assets, accounts payable and accrued liabilities approximate their fair value due to their short maturities.
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]	Share Based Compensation The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values, as required by FASB ASC 718. Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, as required by FASB ASC 505. In accordance with ASC 505, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

Note 5 - Capital Stock (Tables)

Note 5 - Capital Stock (Tables)	12 Months Ended
	Dec. 31, 2014
Notes Tables
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]	Year ended December 31, 2014 2013 Weighted average fair value per option granted during the period $ 0.35 $ 0.15 Assumptions: Weighted average stock price volitility 430 % 420 % Dividends - - Weighted average risk free rate of return 0.30 % 1.1 % Weighted average estimated forfeiture rate - - Weigthed average expected term (years) 3 5
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]	Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance January 1, 2013 1,000,000 0.25 3.50 250,000 Granted 300,000 2.33 2.33 700,000 Exercised - - - - Expired - - - - Balance December 31, 2014 1,300,000 0.95 3.20 $ 2,097,000 Options exercisable at December 31, 2014 - - - $ -

Note 1 - Organization, Basis 16

Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Working Capital Deficit	$ 2,693,395
Retained Earnings (Accumulated Deficit)	$ (4,817,583)	$ (4,262,375)
Finite-Lived Intangible Asset, Useful Life	3 years

Note 2 - Related Party Transa17

Note 2 - Related Party Transactions (Details Textual) - USD ($)	May. 01, 2014	Oct. 02, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Aug. 25, 2014	Feb. 03, 2014	Jun. 19, 2011
Director [Member] | Option 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	200,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 3
Director [Member] | Option 2 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	100,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 1
Director [Member] | Vest at One Year Anniversary [Member]
Percentage of Options to Vest	25.00%
Director [Member] | Vesting after One Year [Member]
Percentage of Options to Vest	2.0833%
Director [Member]
Due to Related Parties				$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 105,997
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years
Allocated Share-based Compensation Expense			$ 23,555	0
Cicerone [Member]
Due to Related Parties			29,946	$ 29,946	$ 29,946
J.H. Brech, LLC [Member] | Revolving Credit Facility [Member]
Due to Related Parties			$ 459,754		$ 459,754
Line of Credit Facility, Interest Rate at Period End			8.00%		8.00%
Line of Credit Facility, Maximum Borrowing Capacity			$ 500,000		$ 500,000
Debt Instrument, Interest Rate, Stated Percentage			8.00%		8.00%
Debt Instrument, Covenant, Amount of Gross Proceeds Triggering Maturity								$ 1,500,000
Debt Instrument, Covenant, Interest Paid in Common Stock, Share Price						$ 0.25		$ 1
Debt Instrument, Covenant, Minimum Amount of Judgment or Levy Triggering Default								$ 50,000
Debt Instrument, Covenant, Minimum Amount of Other Indebtedness Triggering Default								$ 50,000
Interest Payable			$ 71,717		$ 71,717
Mr. Dunckel [Member]
Related Party Transaction, Amounts of Transaction		$ 7,000
Percentage of Revenue		25.00%
Darren Dunckel [Member] | Accounts Payable - Related Party [Member]
Due to Related Parties							$ 33,837
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					300,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price					$ 2.33
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 0.35	$ 0.15

Note 3 - Notes Payable (Details

Note 3 - Notes Payable (Details Textual) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Notes Payable, Other Payables [Member] | Minimum [Member]
Debt Instrument, Interest Rate, Stated Percentage	6.00%	6.00%
Notes Payable, Other Payables [Member] | Maximum [Member]
Debt Instrument, Interest Rate, Stated Percentage	10.00%	10.00%
Notes Payable	$ 521,000	$ 521,000
Interest Payable, Current	$ 308,613	$ 266,278

Note 4 - Commitments and Cont19

Note 4 - Commitments and Contingencies (Details Textual) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Loss Contingency, Accrual, Current	$ 453,290	$ 453,290

Note 5 - Capital Stock (Details

Note 5 - Capital Stock (Details Textual) - USD ($)	May. 01, 2014	Apr. 25, 2014	Jun. 13, 2013	Oct. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Jun. 29, 2010
Director [Member] | Vest at One Year Anniversary [Member]
Percentage of Options to Vest	25.00%
Director [Member] | Vesting after One Year [Member]
Percentage of Options to Vest	2.0833%
Director [Member] | Option 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	200,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 3
Director [Member] | Option 2 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	100,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 1
Director [Member]
Allocated Share-based Compensation Expense					$ 23,555	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value					$ 105,997
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period					3 years
Public Issuer Stock Analytics [Member] | Restricted Stock [Member] | Intellectual Property License and Consulting Agreement [Member] | Second Anniversary [Member]
Shares Issuable, Upon Execution				20,000
Public Issuer Stock Analytics [Member] | Restricted Stock [Member] | Intellectual Property License and Consulting Agreement [Member] | Third Anniversary [Member]
Shares Issuable, Upon Execution				20,000
Public Issuer Stock Analytics [Member] | Restricted Stock [Member] | Intellectual Property License and Consulting Agreement [Member] | Following Third Anniversary [Member]
Shares Issuable, Upon Execution				20,000
Public Issuer Stock Analytics [Member] | Restricted Stock [Member] | Intellectual Property License and Consulting Agreement [Member]
Shares Issuable, Upon Execution				250,000
Public Issuer Stock Analytics [Member] | Intellectual Property License and Consulting Agreement [Member] | Second Anniversary [Member]
Contingent Payments, Percentage of Gross Sales				1.00%
Public Issuer Stock Analytics [Member] | Intellectual Property License and Consulting Agreement [Member] | Third Anniversary [Member]
Contingent Payments, Percentage of Gross Sales				2.00%
Public Issuer Stock Analytics [Member] | Intellectual Property License and Consulting Agreement [Member] | Following Third Anniversary [Member]
Contingent Payments, Percentage of Gross Sales				3.00%
Public Issuer Stock Analytics [Member] | Intellectual Property License and Consulting Agreement [Member] | Minimum [Member]
Share Price					$ 0.20		$ 0.20
Public Issuer Stock Analytics [Member] | Intellectual Property License and Consulting Agreement [Member] | Maximum [Member]
Share Price					$ 0.40		0.40
Public Issuer Stock Analytics [Member] | Intellectual Property License and Consulting Agreement [Member]
Stock Issued During Period, Shares, Purchase of Assets					250,000
Stock Issued During Period, Value, Purchase of Assets					$ 37,500
Share Price					$ 0.15		$ 0.15
Stock Issued During Period, Shares, Issued for Services					249,800	245,600
Stock Issued During Period, Value, Issued for Services					$ 72,540	$ 64,240
The 2010 Stock Option and Award Incentive Plan [Member] | If Counterparty Fails to Complete Part of Services [Member] | Central Coast Technology Associates [Member]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Repurchase Price			$ 500
The 2010 Stock Option and Award Incentive Plan [Member] | Central Coast Technology Associates [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			1,000,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 0.25
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Repurchase Price			$ 1,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Percentage of Shares that Can Be Purchased for Partial Failure of Service Completion			50.00%
The 2010 Stock Option and Award Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized								2,000,000
PT Platinum Consulting, LLC [Member]
Stock Issued During Period, Shares, Issued for Services		20,000
Stock Issued During Period, Value, Issued for Services		$ 6,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized					140,000		140,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross							300,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price							$ 2.33
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value					$ 0.35	$ 0.15

Note 5 - Fair Value Assumptions

Note 5 - Fair Value Assumptions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.35	$ 0.15
Assumptions:
Weighted average stock price volitility	430.00%	420.00%
Dividends	$ 0	$ 0
Weighted average risk free rate of return	0.30%	1.10%
Weighted average estimated forfeiture rate	0.00%	0.00%
Weigthed average expected term (years)	3 years	5 years

Note 5 - Capital Stock - Stock

Note 5 - Capital Stock - Stock Option Activity (Details) - USD ($)	12 Months Ended	24 Months Ended
	Dec. 31, 2012	Dec. 31, 2014
Balance January 1, 2013 (in shares)	1,000,000
Balance January 1, 2013 (in dollars per share)	$ 0.25
Balance January 1, 2013	3 years 182 days	3 years 73 days
Balance January 1, 2013	$ 250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		300,000
Granted (in dollars per share)		$ 2.33
Granted		2 years 120 days
Granted		$ 700,000
Exercised (in shares)		0
Exercised (in dollars per share)		$ 0
Expired (in shares)		0
Expired (in dollars per share)		$ 0
Balance December 31, 2014 (in shares)		1,300,000
Balance December 31, 2014 (in dollars per share)		$ 0.95
Balance December 31, 2014	3 years 182 days	3 years 73 days
Balance December 31, 2014		$ 2,097,000
Options exercisable at December 31, 2014 (in shares)
Options exercisable at December 31, 2014 (in dollars per share)
Options exercisable at December 31, 2014
Options exercisable at December 31, 2014

Note 6 - Income Taxes (Details

Note 6 - Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Tax Expense (Benefit)	$ 0	$ 0
Deferred Tax Assets, Valuation Allowance	627,000	473,000
Deferred Tax Assets, Net of Valuation Allowance	0	0
Deferred Tax Assets, Gross	627,000	$ 473,000
Deferred Tax Assets, Operating Loss Carryforwards	$ 1,845,000

Note 7 - Subsequent Events (Det

Note 7 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($)	1 Months Ended				4 Months Ended
	Apr. 30, 2015	Mar. 31, 2015	Feb. 28, 2015	Jan. 31, 2015	Apr. 30, 2015
Public Issuer Stock Analytics [Member]
Stock Issued During Period, Shares, Issued for Services	20,000	20,000	20,000	20,000	80,000
Stock Issued During Period, Value, Issued for Services					$ 25,000
Stock Issued During Period, Shares, Issued for Services		1,024,547