Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | 15-May-15 | Jun. 28, 2014 |
Entity Registrant Name | Optionable Inc | ||
Entity Central Index Key | 1303433 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 73,074,242 | ||
Entity Public Float | $0.80 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash and cash equivalents | $9,444 | $163,234 |
Prepaid expenses | 20,000 | |
Total current assets | 9,444 | 183,234 |
Total assets | 9,444 | 183,234 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 223,988 | 248,938 |
223,988 | 248,938 | |
Due to director, net of unamortized discount of $0 and $12,828 at December 31, 2014 and December 31, 2013, respectively | 508,697 | 495,869 |
Total liabilities | 732,685 | 744,807 |
Stockholders' Deficit: | ||
Preferred Stock; $.0001 par value, 5,000,000 shares authorized, none issued and outstanding at December 31, 2014 and December 31, 2013 | ||
Common stock; $.0001 par value, 100,000,000 shares authorized, 87,928,203 shares issued and 73,074,242 and 83,833,128 shares outstanding at December 31, 2014 and December 31, 2013, respectively | 8,792 | 8,792 |
Additional paid-in capital | 163,608,174 | 163,533,686 |
Treasury stock at cost, 14,853,691 and 4,095,075 shares at December 31, 2014 and December 31, 2013, respectively | -47,552 | -47,552 |
Accumulated deficit | -164,361,655 | -164,056,499 |
Stock Subscription | 69,000 | |
Total stockholders’ deficit | -723,241 | -561,572 |
Total liabilities and stockholders’ deficit | $9,444 | $183,234 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Due to director, unamortized discount | $0 | $12,828 |
Preferred Stock; par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock; shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock; issued (in shares) | 0 | 0 |
Preferred Stock; outstanding (in shares) | 0 | 0 |
Common stock; par value (in dollars per share) | $0.00 | $0.00 |
Common stock; shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock; shares issued (in shares) | 87,928,203 | 87,928,203 |
Common stock; shares outstanding (in shares) | 73,074,242 | 83,833,128 |
Treasury stock at cost (in shares) | 14,853,691 | 4,095,075 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | ||
Selling, general and administrative | $292,358 | $869,148 |
Total operating expenses | 292,358 | 869,148 |
Operating loss | -292,358 | -869,148 |
Other income (expense): | ||
Interest income | 30 | 672 |
Interest expense to related parties | -12,828 | -55,810 |
-12,798 | -55,138 | |
Loss before income tax benefit | -305,156 | -924,286 |
Income tax benefit | 0 | 0 |
Net loss | ($305,156) | ($924,286) |
Basic loss per common share (in dollars per share) | $0 | ($0.01) |
Diluted loss per common share (in dollars per share) | $0 | ($0.01) |
Basic and Diluted weighted average common shares outstanding (in shares) | 79,222,177 | 78,298,134 |
Statements_of_Changes_in_Stock
Statements of Changes in Stockholders' (Deficit) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Receivables from Stockholder [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2012 | $5,242 | $162,819,884 | ($47,552) | ($163,132,213) | ($354,639) | |
Balance (in shares) at Dec. 31, 2012 | 52,428,203 | |||||
Fair value of options | 7,353 | 7,353 | ||||
Issuance of Common Stock, net of issuance costs (in shares) | 35,500,000 | |||||
Issuance of Common Stock, net of issuance costs | 3,550 | 706,450 | 710,000 | |||
Net loss | -924,286 | -924,286 | ||||
Ending balance at Dec. 31, 2013 | 8,792 | 163,533,687 | -47,552 | -164,056,499 | -561,572 | |
Ending balance (in shares) at Dec. 31, 2013 | 87,928,203 | 87,928,203 | ||||
Fair value of options | 1,849 | 1,849 | ||||
Net loss | -305,156 | -305,156 | ||||
Expenses of Issuance stocks | 72,638 | 72,638 | ||||
Stock Subscription | 69,000 | 69,000 | ||||
Ending balance at Dec. 31, 2014 | $8,792 | $163,608,174 | $69,000 | ($47,552) | ($164,361,655) | ($723,241) |
Ending balance (in shares) at Dec. 31, 2014 | 87,928,203 | 87,928,203 |
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 | ($305,156) | ($924,286) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 12,828 | 55,810 |
Non cash expenses paid by shareholder | 0 | 132,185 |
Share-based compensation expense | 74,489 | 7,353 |
Changes in operating assets and liabilities: | ||
Prepaid and other assets | 20,000 | -5,411 |
Accounts payable and accrued expenses | -24,951 | 72,085 |
Net cash used in operating activities | -222,790 | -662,264 |
Cash flows from investing activities: | ||
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Stock issued for cash | 577,815 | |
Stock subscription | 69,000 | |
Net cash provided by financing activities | 69,000 | 577,815 |
Net decrease in cash | -153,790 | -84,449 |
Cash, beginning of period | 163,234 | 247,684 |
Cash, end of period | 9,444 | 163,234 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $0 | $0 |
Note_1_Organization_Descriptio
Note 1 - Organization, Description of Business and Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 - Organization, Description of Business and Going Concern |
Optionable, Inc. (“the “Company”) was formed in Delaware in February 2000. Between April 2001 and July 2007, a substantial portion of the Company’s revenues were generated from providing energy derivative brokerage services to brokerage firms, financial institutions, energy traders, and hedge funds worldwide. | |
The Company has not generated any revenues since the third quarter of 2007 as a result of the termination of the business relationship by its largest customer and the succession of events since then. The litigation matters listed below and discussed in Note 6 have had a significant adverse impact on its business and future results of operations and financial condition. | |
The Company’s management is seeking out possible business transactions and new relationships in areas unrelated to brokerage services. | |
The Company was a defendant in two significant legal proceedings, one brought by its largest stockholder, Chicago Mercantile Exchange/ New York Mercantile Exchange (“NYMEX”) which was settled on May 22, 2014, and another brought by its former largest customer, Bank of Montreal (“BMO”), which was settled during 2013. As such, as of the date of this Annual Report on Form 10-K, the Company is no longer involved in any legal proceedings. | |
Going Concern | |
Based on its cash and cash equivalents as of the date of this Annual Report on Form 10-K, the Company is unlikely to have sufficient funds to meet its obligations for the next twelve months if the Company is not able to secure new sources of capital or complete a strategic transaction. The Company’s future depends on its ability to satisfactorily resolve the aforementioned issues and there is no assurance it will be able to do so. If the Company fails for any reason, it would not be able to continue as a going concern and could potentially be forced to seek relief through a bankruptcy or other dissolution proceeding. The Company's financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Notes to Financial Statements | |||
Significant Accounting Policies [Text Block] | Note 2 - Summary of Significant Accounting Policies | ||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. | |||
Concentration of Credit Risks | |||
The Company is subject to concentrations of credit risk primarily from cash and cash equivalents. | |||
The Company's cash and cash equivalents accounts are held at financial institutions. The Federal Deposit Insurance Corporation ("FDIC") insured up to $100,000 between January 2007 and October 2008. After October 2008, it insured up to $250,000 for interest-bearing accounts and an unlimited amount for noninterest-bearing accounts after October 2008. While the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits, it cannot reasonably alleviate the risk associated with the sudden failure of such financial institutions. | |||
Fair Value of Financial Instruments | |||
Effective January 1, 2008, the Company adopted Financial Accounting Statement Board (“FASB”) Accounting Standard Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities | ||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | ||
The Company did not have any Level 2 or Level 3 assets or liabilities as of December 31, 2014 and 2013, with the exception of its due to director. The Company deems that the carrying value of the due to director approximates the fair value as of December 31, 2014. | |||
Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of December 31, 2014 and 2013, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. | |||
In addition, ASC 825-10-25, “Fair Value Option,” was effective January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. | |||
Income Taxes | |||
Income taxes are accounted for in accordance with "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company's assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or all deferred tax assets will not be realized. Penalties and interest on underpayment of taxes are reflected in the Company’s effective tax rate. | |||
Use of Estimates | |||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, the realization of receivables and share-based payments. Actual results will differ from these estimates. | |||
Basic and Diluted Earnings per Share | |||
Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). The outstanding options amounted to 4,613,000 and 2,883,000 at December 31, 2014 and 2013, respectively. There were no outstanding warrants at December 31, 2014 and 2013, respectively. The options and warrants outstanding at December 31, 2014 and 2013, respectively, have been excluded from the computation of diluted earnings per share due to their antidilutive effect. | |||
Stock Compensation | |||
Under ASC 718- Compensation-Stock Compensation, companies are required to measure the costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued SAB 107. SAB 107 expresses views of the staff regarding the interaction between ASC 718 and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. Compensation cost is measured on the date of grant as its fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. | |||
Contingencies | |||
The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. FASB ASC 450-20-25-2 “ | |||
Contingencies- Loss Contingencies-Recognition”, | |||
requires that an estimated loss from a loss contingency such as a legal proceeding or claim should be accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. | |||
In determining whether a loss should be accrued the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. While the Company believes that it will continue to incur losses from such legal proceedings, it is unable to make a reasonable estimate of the amount of loss. | |||
Recent Accounting Pronouncements | |||
A variety of accounting standards have been issued or proposed by FASB that do not require adoption until a future date. The Company does not expect the adoption of any of these standards to have a material impact once adopted. |
Note_3_Prepaid_Expenses
Note 3 - Prepaid Expenses | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Note 3 - Prepaid expenses |
Prepaid expenses primarily consists of retainers paid to certain law firms which represent the Company and certain former and current directors in connection with legal proceedings which are described in Note 6-Litigation and Contingencies. |
Note_4_Due_to_Related_Parties
Note 4 - Due to Related Parties | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Related Party Transactions Disclosure [Text Block] | Note 4 - Due to Related Parties | ||||||||
The terms and amounts of due to related parties at December 31, 2014 and 2013, respectively, are as follows: | |||||||||
One of the Company’s current board members and former president is entitled to a payment of $508,697 (the “Principal Amount”), plus interest, if applicable, upon the following terms. In the event that the Company secures financing of at least $1,000,000 (the “Capital Raise”), this person will be entitled to a payment equal to the lesser of (i) 12.5% of the Capital Raise, (ii) $381,250, and (iii) any unpaid Principal Amount. In the event that upon a Capital Raise, the entire Principal Amount has not been repaid, then this person shall be issued a promissory note (the “Capital Raise Note”) in the principal amount of any then unpaid Principal Amount remaining after the payments described in the preceding sentence. The Capital Raise Note shall be due and payable on April 1, 2014 and shall bear interest at a rate of 4.68% annually. In the event that no Capital Raise shall have occurred prior to April 1, 2014, then the unpaid Principal Amount shall be due and payable as of such date. This liability is recorded on the Company’s balance sheets as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | 508,697 | $ | 508,697 | ||||||
Discount, using initial implied rate of 12% | - | (12,828 | ) | ||||||
$ | 508,697 | $ | 495,869 | ||||||
During April 2005, the Company modified the terms of its due to related parties. The modified terms provide that, in the event of a Capital Raise, among other things, the annual interest rate accrued after such event is reduced from 12% to 4.68%. Additionally, the modified terms provide that the Company may make principal repayments towards the due to a stockholder and former Chairman of the Board and the due to Director amounting to approximately 25% of its cash flows from operating cash flows less capital expenditures. During April 2006, the Company modified the terms of its due to related parties to allow the Company to make principal repayments at its discretion. | |||||||||
The amortization of the discount on the due to related parties amounted to approximately $12,828 and $55,810 during 2014 and 2013, respectively. |
Note_5_Stockholders_Equity
Note 5 - Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | Note 5 - Stockholders' Equity | ||||||||||||
Stock Compensation Plan | |||||||||||||
During November 2004, the Company adopted the 2004 Stock Option Plan ("2004 Plan"), and amended it in March 2011. The 2004 Plan allows for the grant of both incentive stock options and nonstatutory stock options. The 2004 Plan may be administered, interpreted and constructed by the Board of Directors. The number of shares of common stock which may be issued pursuant to options granted under the 2004 Plan may not exceed 7,500,000 shares. | |||||||||||||
During 2014 and 2013, the Company recorded share-based payment expenses amounting to approximately $74,489 and $7,353, respectively, in connection with all options outstanding at the respective measurement dates. The amortization of share-based payment was recorded in general and administrative expenses during 2014 and 2013. | |||||||||||||
The Company granted 500,000 options in March 2011, as follows: 100,000 options were granted to each of CEO Brad O’Sullivan, CFO Matthew Katzeff, Director Andrew Samaan, Director and former President Edward O’Connor and Comptroller Michael Templeton. The Company granted 100,000 options to Director Andrew Samaan in August 2011. | |||||||||||||
The Company granted 600,000 options in May 2012, as follows: 200,000 options were granted to each of CEO Brad O'Sullivan and CFO Matthew Katzeff and 100,000 options were granted to each of Director Andrew Samaan and Director and former President Edward O’Connor. These were the only options granted during the year ended December 31, 2012. | |||||||||||||
No options granted during the year ended December 31, 2013. | |||||||||||||
The Company granted 1,850,000 options in September 2014, as follows: 750,000 options were granted to each of CEO Dov Rauchwerger, and CFO Matthew Katzeff; and 350,000 options were granted to the then Director Neil Osrof. | |||||||||||||
The fair value of the options granted during the year ended December 31, 2014 are based on the Black Scholes Model using the following assumptions: | |||||||||||||
1,850,000 | |||||||||||||
Options | |||||||||||||
Issued | |||||||||||||
On September 3, | |||||||||||||
2014 | |||||||||||||
Exercise price: | $ | 0.03 | |||||||||||
Market price at date of grant: | $ | 0.04 | |||||||||||
Volatility: | 204 | % | |||||||||||
Expected dividend rate: | 0 | % | |||||||||||
Expected terms (years): | 5 | ||||||||||||
Risk-free interest rate: | 1.78 | % | |||||||||||
A summary of the activity during 2014 and 2013 of the Company’s stock option plan is presented below: | |||||||||||||
Options | Weighted | Aggregate | |||||||||||
Average | Intrinsic | ||||||||||||
Exercise Price | Value | ||||||||||||
Outstanding at January 1, 2013 | 2,883,000 | $ | 0.15 | ||||||||||
Granted | - | $ | - | ||||||||||
Exercised | - | - | |||||||||||
Expired or cancelled | 120,000 | 0.22 | |||||||||||
Outstanding at December 31, 2013 | 2,763,000 | $ | 0.16 | $ | 0.1 | ||||||||
Granted | 1,850,000 | 0.03 | |||||||||||
Exercised | - | - | |||||||||||
Expired or cancelled | - | $ | - | ||||||||||
Outstanding at December 31, 2014 | 4,613,000 | $ | 0.1 | $ | 0.07 | ||||||||
Exercisable and vested at December 31, 2014 | 4,613,000 | $ | 0.1 | $ | 0.07 | ||||||||
At December 31, 2014, there were no nonvested options not yet recognized, as such there was no compensation cost related to nonvested options not yet recognized. | |||||||||||||
If any options granted under the 2004 Plan, as amended, expire or terminate without having been exercised or cease to be exercisable, such options will be available again under the 2004 Plan. All employees of the Company and its subsidiaries are eligible to receive incentive stock options and nonstatutory stock options. Non-employee directors and outside consultants who provided bona-fide services not in connection with the offer or sale of securities in a capital raising transaction are eligible to receive nonstatutory stock options. Incentive stock options and nonstatutory stock options may not be granted below the fair market value of the Company's common stock at the time of grant or, if to an individual who beneficially owns more than 10% of the total combined voting power of all stock classes of the Company or a subsidiary, the option price may not be less than 110% of the fair value of the common stock at the time of grant. The expiration date of an incentive stock option may not be longer than ten years from the date of grant. Option holders, or their representatives, may exercise their vested incentive stock options up to three months after their employment termination or one year after their death or permanent and total disability. With respect to the current directors and officers of the Company, their nonstatutory stock options do not expire until the second year anniversary of their resignation from the Company for Good Reason or termination without Cause (as these terms are defined in the Plan), or upon the occurrence of certain other events. The Plan provides for adjustments upon changes in capitalization. | |||||||||||||
The Company's policy is to issue shares pursuant to the exercise of stock options from its available authorized but unissued shares of common stock. It does not issue shares pursuant to the exercise of stock options from its treasury shares. |
Note_6_Litigation_and_Continge
Note 6 - Litigation and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Legal Matters and Contingencies [Text Block] | Note 6 - Litigation and Contingencies |
CMEG NYMEX Inc. v. Optionable, Inc. et. al. | |
, Civ. No. 09-03677 (S.D.N.Y.) | |
NYMEX filed the operative complaint in this litigation on April 10, 2009. The complaint alleged, among other things, that Optionable, certain of its former officers and director, and other defendants defrauded NYMEX in connection with NYMEX’s purchase of $28.9 million of shares of Optionable common stock pursuant to a Stock and Warrant Purchase Agreement (“SWPA”). | |
On May 22, 2014, (the Company entered into a Settlement Agreement (the “Agreement”) with Mark Nordlicht (“Nordlicht”) and CME Group, Inc. (“CME”) (Nordlicht, together with the Company, the “Optionable Parties,” and the Optionable Parties together with CME, the “Parties,” and each, a “Party”) which sets for the agreement for the final terms of settlement and dismissal of the lawsuit entitled | |
CMEG NYMEX Holdings, Inc. v. Optionable, Inc. et al. | |
, No. 09-CV-3677 (S.D.N.Y.) (the “Litigation”). Pursuant to the Agreement, Nordlicht agrees to make a settlement payment to CME on or before June 3, 2014, and CME agrees to return to the Company 10,758,886 shares of common stock issued by the Company to it in 2007. The Agreement calls for full mutual releases and on the date of payment by Nordlicht to CME, the Parties shall file for an order dismissing the Litigation with prejudice. The sums were paid on June 3, 2014, and full releases delivered. | |
There was no outstanding litigation as of December 31, 2014. | |
Note_7_Income_Taxes
Note 7 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Income Tax Disclosure [Text Block] | Note 7 - Income Taxes | ||||||||
The components of the benefit for income taxes are as follows | |||||||||
2014 | 2013 | ||||||||
Current: | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
Total current | - | - | |||||||
Deferred: | |||||||||
Federal | - | - | |||||||
State | - | - | |||||||
- | - | ||||||||
Total benefit (provision) for income taxes | $ | - | $ | - | |||||
A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: | |||||||||
2014 | 2013 | ||||||||
Federal statutory taxes | (35.0 | )% | (35.0 | )% | |||||
State income taxes, net of federal tax benefit | (7.1 | ) | (7.1 | ) | |||||
Permanent differences | 0 | 2.2 | |||||||
Change in valuation allowance | 42.1 | 39.9 | |||||||
Effect of net operating loss carryback/carryforward | - | - | |||||||
0 | % | 0 | % | ||||||
The tax effects of principal temporary differences between the carrying amount of assets and their tax bases are summarized below. | |||||||||
Management believes it is more likely than not that it will be able to offset certain deductions associated with these deferred tax assets to its prior or future years’ taxable income: | |||||||||
The components of the deferred tax assets are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Net operating losses | $ | 2,983,161 | $ | 2,845,000 | |||||
Allowance for bad debt | - | - | |||||||
Other | - | 3,000 | |||||||
State income tax carryforward | 10,000 | 10,000 | |||||||
Intangible assets, net of amortization | - | 133,000 | |||||||
2,993,161 | 2,991,000 | ||||||||
Valuation Allowance | (2,993,161 | ) | (2,991,000 | ) | |||||
Tot Total deferred tax assets- current | $ | - | $ | - | |||||
The Company cannot be assured at this time that there will be a future taxable income available to which losses may be offset, the Company has reserved the full amount of the tax benefit attributable to loss carry forward. The tax returns of the Company are subject to examination by Federal and state taxing authorities for years 2012-2014. | |||||||||
The Company has net operating losses of approximately $7,085,894 as of December 31, 2014 for both federal and state tax purposes that expire in 2034. | |||||||||
The valuation allowance of deferred tax assets increased by approximately $305,156 during 2014. |
Note_8_Subsequent_Events
Note 8 - Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 8 - Subsequent Events |
In accordance with ASC 855, “Subsequent Events” the Company evaluated subsequent events after the balance sheet date for disclosure or recognition purposes. | |
As of the date of this filing there were no subsequent events. |
Significant_Accounting_Policie
Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | ||
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. | |||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risks | ||
The Company is subject to concentrations of credit risk primarily from cash and cash equivalents. | |||
The Company's cash and cash equivalents accounts are held at financial institutions. The Federal Deposit Insurance Corporation ("FDIC") insured up to $100,000 between January 2007 and October 2008. After October 2008, it insured up to $250,000 for interest-bearing accounts and an unlimited amount for noninterest-bearing accounts after October 2008. While the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits, it cannot reasonably alleviate the risk associated with the sudden failure of such financial institutions. | |||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments | ||
Effective January 1, 2008, the Company adopted Financial Accounting Statement Board (“FASB”) Accounting Standard Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities | ||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | ||
The Company did not have any Level 2 or Level 3 assets or liabilities as of December 31, 2014 and 2013, with the exception of its due to director. The Company deems that the carrying value of the due to director approximates the fair value as of December 31, 2014. | |||
Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of December 31, 2014 and 2013, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. | |||
In addition, ASC 825-10-25, “Fair Value Option,” was effective January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. | |||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||
Income taxes are accounted for in accordance with "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company's assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or all deferred tax assets will not be realized. Penalties and interest on underpayment of taxes are reflected in the Company’s effective tax rate. | |||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, the realization of receivables and share-based payments. Actual results will differ from these estimates. | |||
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings per Share | ||
Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). The outstanding options amounted to 4,613,000 and 2,883,000 at December 31, 2014 and 2013, respectively. There were no outstanding warrants at December 31, 2014 and 2013, respectively. The options and warrants outstanding at December 31, 2014 and 2013, respectively, have been excluded from the computation of diluted earnings per share due to their antidilutive effect. | |||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Compensation | ||
Under ASC 718- Compensation-Stock Compensation, companies are required to measure the costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued SAB 107. SAB 107 expresses views of the staff regarding the interaction between ASC 718 and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. Compensation cost is measured on the date of grant as its fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. | |||
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies | ||
The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. FASB ASC 450-20-25-2 “ | |||
Contingencies- Loss Contingencies-Recognition”, | |||
requires that an estimated loss from a loss contingency such as a legal proceeding or claim should be accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. | |||
In determining whether a loss should be accrued the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. While the Company believes that it will continue to incur losses from such legal proceedings, it is unable to make a reasonable estimate of the amount of loss. | |||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||
A variety of accounting standards have been issued or proposed by FASB that do not require adoption until a future date. The Company does not expect the adoption of any of these standards to have a material impact once adopted. |
Note_4_Due_to_Related_Parties_
Note 4 - Due to Related Parties (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Tables | |||||||||
Schedule of Debt [Table Text Block] | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
$ | 508,697 | $ | 508,697 | ||||||
Discount, using initial implied rate of 12% | - | (12,828 | ) | ||||||
$ | 508,697 | $ | 495,869 |
Note_5_Stockholders_Equity_Tab
Note 5 - Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes Tables | |||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 1,850,000 | ||||||||||||
Options | |||||||||||||
Issued | |||||||||||||
On September 3, | |||||||||||||
2014 | |||||||||||||
Exercise price: | $ | 0.03 | |||||||||||
Market price at date of grant: | $ | 0.04 | |||||||||||
Volatility: | 204 | % | |||||||||||
Expected dividend rate: | 0 | % | |||||||||||
Expected terms (years): | 5 | ||||||||||||
Risk-free interest rate: | 1.78 | % | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options | Weighted | Aggregate | ||||||||||
Average | Intrinsic | ||||||||||||
Exercise Price | Value | ||||||||||||
Outstanding at January 1, 2013 | 2,883,000 | $ | 0.15 | ||||||||||
Granted | - | $ | - | ||||||||||
Exercised | - | - | |||||||||||
Expired or cancelled | 120,000 | 0.22 | |||||||||||
Outstanding at December 31, 2013 | 2,763,000 | $ | 0.16 | $ | 0.1 | ||||||||
Granted | 1,850,000 | 0.03 | |||||||||||
Exercised | - | - | |||||||||||
Expired or cancelled | - | $ | - | ||||||||||
Outstanding at December 31, 2014 | 4,613,000 | $ | 0.1 | $ | 0.07 | ||||||||
Exercisable and vested at December 31, 2014 | 4,613,000 | $ | 0.1 | $ | 0.07 |
Note_7_Income_Taxes_Tables
Note 7 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Tables | |||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2014 | 2013 | |||||||
Current: | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
Total current | - | - | |||||||
Deferred: | |||||||||
Federal | - | - | |||||||
State | - | - | |||||||
- | - | ||||||||
Total benefit (provision) for income taxes | $ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2014 | 2013 | |||||||
Federal statutory taxes | (35.0 | )% | (35.0 | )% | |||||
State income taxes, net of federal tax benefit | (7.1 | ) | (7.1 | ) | |||||
Permanent differences | 0 | 2.2 | |||||||
Change in valuation allowance | 42.1 | 39.9 | |||||||
Effect of net operating loss carryback/carryforward | - | - | |||||||
0 | % | 0 | % | ||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Net operating losses | $ | 2,983,161 | $ | 2,845,000 | |||||
Allowance for bad debt | - | - | |||||||
Other | - | 3,000 | |||||||
State income tax carryforward | 10,000 | 10,000 | |||||||
Intangible assets, net of amortization | - | 133,000 | |||||||
2,993,161 | 2,991,000 | ||||||||
Valuation Allowance | (2,993,161 | ) | (2,991,000 | ) | |||||
Tot Total deferred tax assets- current | $ | - | $ | - |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Details Textual) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2008 |
Other Significant Noncash Transactions [Line Items] | ||||
Warrants and Rights Outstanding | $0 | $0 | ||
Cash, FDIC Insured Amount | $250,000 | $100,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,613,000 | 2,883,000 | 2,883,000 |
Note_4_Due_to_Related_Parties_1
Note 4 - Due to Related Parties (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2005 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | $508,697 | ||
Related Party Transaction, Terms and Manner of Settlement | $1,000,000 | ||
Related Party Transaction, Rate | 12.00% | 4.68% | |
Percentage Of Cash Flow Available To Repay Related Party Debt | 25.00% | ||
Amortization of Debt Discount (Premium) | $12,828 | $55,810 | |
Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Terms and Manner of Settlement | 12.50% | ||
Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Terms and Manner of Settlement | $381,250 |
Note_4_Due_to_Related_Parties_2
Note 4 - Due to Related Parties - Related Party Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
$508,697 | $508,697 | |
Discount, using initial implied rate of 12% | 0 | -12,828 |
508,697 | 495,869 | |
Board Member And Former President [Member] | ||
Discount, using initial implied rate of 12% | $0 | ($12,828) |
Note_4_Due_to_Related_Parties_3
Note 4 - Due to Related Parties - Related Party Debt (Details) (Parentheticals) (Board Member And Former President [Member]) | Dec. 31, 2014 | Dec. 31, 2013 |
Board Member And Former President [Member] | ||
Initial implied rate | 12.00% | 12.00% |
Note_5_Stockholders_Equity_Det
Note 5 - Stockholders' Equity (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Sep. 30, 2014 | 31-May-12 | Mar. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2011 | Nov. 30, 2004 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,850,000 | 600,000 | 500,000 | 1,850,000 | 0 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 7,500,000 | ||||||
Allocated Share-based Compensation Expense | $74,489 | $7,353 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 10.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 110.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 10 | ||||||
Chief Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 750,000 | 200,000 | 100,000 | ||||
Chief Financial Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 750,000 | 200,000 | 100,000 | ||||
Director [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 350,000 | 100,000 | 100,000 | 100,000 | |||
Director And Former President [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 100,000 |
Note_5_Stockholders_Equity_Fai
Note 5 - Stockholders' Equity - Fair Value of Options Granted (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Exercise price: (in dollars per share) | $0.03 |
Market price at date of grant: (in dollars per share) | $0.04 |
Volatility: | 204.00% |
Expected dividend rate: | 0.00% |
Expected terms (years): | 5 years |
Risk-free interest rate: | 1.78% |
Note_5_Stockholders_Equity_Act
Note 5 - Stockholders' Equity - Activity of the Company's Stock Option Plan (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Outstanding at January 1, 2013 (in shares) | 2,883,000 | 2,883,000 |
Outstanding at January 1, 2013 (in dollars per share) | $0.16 | $0.15 |
Expired or cancelled (in shares) | 120,000 | |
Expired or cancelled (in dollars per share) | $0.22 | |
Outstanding at December 31, 2013 (in shares) | 4,613,000 | 2,883,000 |
Outstanding at December 31, 2013 (in dollars per share) | $0.10 | $0.16 |
Outstanding at December 31, 2013 | $0.07 | $0.10 |
Granted (in shares) | 1,850,000 | 0 |
Exercise price: (in dollars per share) | $0.03 | |
Exercisable and vested at December 31, 2014 (in shares) | 4,613,000 | |
Exercisable and vested at December 31, 2014 (in dollars per share) | $0.10 | |
Exercisable and vested at December 31, 2014 | $0.07 |
Note_6_Litigation_and_Continge1
Note 6 - Litigation and Contingencies (Details Textual) (USD $) | 0 Months Ended | |||
Jun. 03, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 10, 2009 | |
Loss Contingencies [Line Items] | ||||
Estimated Litigation Liability | $0 | |||
Common Stock, Value, Issued | 8,792 | 8,792 | ||
CMEG NYMEX Inc Member | ||||
Loss Contingencies [Line Items] | ||||
Common Stock, Value, Issued | $28,900,000 | |||
CMEG NYMEX Holdings, Inc. v. Optionable, Inc. [Member] | Settled Litigation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Treasury Stock, Shares, Acquired | 10,758,886 |
Note_7_Income_Taxes_Details_Te
Note 7 - Income Taxes (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |
Operating Loss Carryforwards | $7,085,894 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $305,156 |
Note_7_Income_Taxes_The_Compon
Note 7 - Income Taxes - The Components of the Tax Provision (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | ||
Federal | $0 | $0 |
State | 0 | 0 |
Total current | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total benefit (provision) for income taxes | $0 | $0 |
Note_7_Income_Taxes_A_Reconcil
Note 7 - Income Taxes - A Reconciliation of the Company's Effective Tax Rate to the Statutory Federal Rate (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Federal statutory taxes | -35.00% | -35.00% |
State income taxes, net of federal tax benefit | 7.10% | 7.10% |
Permanent differences | 0.00% | 2.20% |
Change in valuation allowance | 42.10% | 39.90% |
Effect of net operating loss carryback/carryforward | 0.00% | 0.00% |
0.00% | 0.00% |
Note_7_Income_Taxes_The_Compon1
Note 7 - Income Taxes - The Components of the Deferred Tax Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Net operating losses | $2,983,161 | $2,845,000 |
Allowance for bad debt | 0 | 0 |
Other | 0 | 3,000 |
State income tax carryforward | 10,000 | 10,000 |
Intangible assets, net of amortization | 0 | 133,000 |
2,993,161 | 2,991,000 | |
Valuation Allowance | -2,993,161 | -2,991,000 |
Tot Total deferred tax assets- current | $0 | $0 |