Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Document and Entity Information | |
Entity Registrant Name | PearTrack Security Systems, Inc. |
Entity Central Index Key | 1379245 |
Document Type | 10-K |
Document Period End Date | 31-Dec-14 |
Current Fiscal Year End Date | -19 |
Entity Filer Category | Smaller Reporting Company |
Amendment Flag | FALSE |
Entity Voluntary Filers | No |
Entity Well Known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Public Float | $1,039,672 |
Entity Common Stock, Shares Outstanding | 59,965,091 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash and cash equivalents | $64,753 | $65,446 |
Related party receivable | 82,800 | |
Tax refunds receivable | 15,892 | 27,895 |
Prepaid expenses | 716 | |
Total current assets | 81,361 | 176,141 |
Stock holdings | 16,887 | 120,619 |
Property and equipment, net | 3,034 | |
Intangible assets, unencumbered, net | 435,000 | |
Intangible assets, pledged to creditors, net | 1,455,624 | 1,560,095 |
Other assets | 6,447 | 5,800 |
TOTAL ASSETS | 1,995,319 | 1,865,689 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,165,990 | 1,011,842 |
Deferred revenue | 225,000 | |
Related party payables | 297,581 | 236,100 |
Notes payable-short term convertible-related party | 787,837 | 1,563,438 |
Notes payable-short term-other | 912,244 | 272,437 |
Total current liabilities | 3,388,652 | 3,083,817 |
Long-term liabilities | ||
Notes payable-long term convertible-related party, net of unamortized discount | 2,108,362 | 1,794,341 |
Notes payable-long term convertible-other | 500,000 | |
Total long-term liabilities | 2,108,362 | 2,294,341 |
Total liabilities | 5,497,014 | 5,378,158 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value, 250,000,000 shares authorized,59,965,061 and 2,688,474 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | 59,965 | 2,688 |
Additional paid in capital | 8,126,703 | 6,251,385 |
Subscription receivable | -1,600 | -5 |
Accumulated deficit | -11,695,730 | -9,874,921 |
Accumulated comprehensive income (loss) | 8,967 | 108,384 |
Total stockholders' deficit | -3,501,695 | -3,512,469 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $1,995,319 | $1,865,689 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Capital Stock: | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 250,000,000 | 100,000,000 |
Common Stock, shares issued | 59,965,061 | 2,688,474 |
Common Stock, Shares Outstanding | 59,965,061 | 2,688,474 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income from continuing operations: | ||
Revenue | $264,895 | $2,513 |
Cost of sales | 23,253 | 538 |
Gross profit | 241,642 | 1,975 |
General and administrative expenses | 1,885,669 | 1,521,145 |
Operating loss | -1,644,027 | -1,519,170 |
Other income (expenses): | ||
Refunds and claims | 2 | 11 |
Interest income | 71,149 | |
Interest expense | -245,151 | -92,039 |
Loss on disposal of asset | -2,782 | |
Total other income (expenses) | -176,782 | -92,028 |
Net loss from continuing operations | -1,820,809 | -1,611,198 |
Net loss from discontinued operations, net of tax | -4,010 | |
Net loss | -1,820,809 | -1,615,208 |
Comprehensive income (loss): | ||
Gain on foreign currency exchange | 4,314 | 178 |
Unrealized gain (loss) on securities | -103,731 | 108,557 |
Net comprehensive income (loss) | -99,417 | 108,735 |
Net loss and comprehensive income (loss) | ($1,920,226) | ($1,506,473) |
Net loss per share-basic and diluted: | ||
Continuing operations | ($0.13) | ($0.60) |
Discontinued operations | $0 | |
Weighted average common shares outstanding, basic and diluted | 14,439,419 | 2,670,795 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Deficit (USD $) | Common Stock, Shares | Paid in Capital | Subscriptions Receivable | Accuimulated Deficit | Accuimulated Comprehensive Income (loss) | Total |
Stockholders Equity, Value at Dec. 31, 2012 | $2,667 | $6,000,161 | $0 | ($8,259,713) | ($351) | ($2,257,236) |
Stockholders Equity, Shares at Dec. 31, 2012 | 2,667,474 | |||||
Issuance of common stock for services, Value | 16 | 37,984 | 38,000 | |||
Issuance of common stock for services, Shares | 16,000 | |||||
Issuance of common stock for cash, Value | 5 | 3,500 | -5 | 3,500 | ||
Issuance of common stock for cash, Shares | 5,000 | |||||
Combination of subsidiary equity | 269,323 | 269,323 | ||||
Grant of restricted stock award | -250,000 | -250,000 | ||||
Amortization of stock options | 60,000 | 60,000 | ||||
Amortization of deferred compensation | 120,000 | 120,000 | ||||
Amortization of restricted stock award | 10,417 | 10,417 | ||||
Net loss | -1,615,208 | 108,735 | -1,506,473 | |||
Period Increase (Decrease), Value | 21 | 251,224 | -5 | -1,615,208 | 108,735 | -1,255,233 |
Period Increase (Decrease), Shares | 21,000 | |||||
Stockholders Equity, Value at Dec. 31, 2013 | 2,688 | 6,251,385 | -5 | -9,874,921 | 108,384 | -3,512,469 |
Stockholders Equity, Shares at Dec. 31, 2013 | 2,688,474 | 2,688,474 | ||||
Issuance of common stock for services, Value | 2,650 | 74,250 | -76,900 | 0 | ||
Issuance of common stock for services, Shares | 2,650,000 | |||||
Issuance of common stock for cash, Value | 250 | 74,250 | -250 | 74,250 | ||
Issuance of common stock for cash, Shares | 250,000 | |||||
Issuance of common stock upon merger, Value | 51,359 | -51,359 | 0 | |||
Issuance of common stock upon merger, Shares | 51,358,555 | |||||
Conversion of related party debt, Value | 2,255 | 1,125,402 | 1,127,657 | |||
Conversion of related party debt, Shares | 2,255,314 | |||||
Conversion of third party debt, Value | 763 | 380,596 | 381,359 | |||
Conversion of third party debt, Shares | 762,718 | |||||
Amortization of stock options | 60,000 | 60,000 | ||||
Amortization of deferred compensation | 87,179 | 87,179 | ||||
Amortization of restricted stock award | 125,000 | 125,000 | ||||
Subscriptions received | 75,555 | 75,555 | ||||
Net loss | -1,820,809 | -99,417 | -1,920,226 | |||
Period Increase (Decrease), Value | 57,277 | 1,875,318 | -1,595 | -1,820,809 | -99,417 | 10,774 |
Period Increase (Decrease), Shares | 57,276,587 | |||||
Stockholders Equity, Value at Dec. 31, 2014 | $59,965 | $8,126,703 | ($1,600) | ($11,695,730) | $8,967 | ($3,501,695) |
Stockholders Equity, Shares at Dec. 31, 2014 | 59,965,061 | 59,965,061 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($1,820,809) | ($1,615,208) |
Net loss from discontinued operations, net of tax | -4,010 | |
Net loss from continuing operations | -1,820,809 | -1,611,198 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock compensation/amortization of deferred compensation | 346,429 | 231,917 |
Accruals converted to related party loans | 833,626 | 652,067 |
Depreciation | 252 | 600 |
Amortization | 119,471 | 6,965 |
Discount amortization | 86,505 | 5,214 |
Loss on disposal of asset | 2,782 | |
Changes in operating assets and liabilties: | ||
(Increase) decrease in refunds and claims receivable | 12,003 | -2,639 |
(Increase) in prepaid expenses | -716 | |
(Increase) decrease in other assets | -647 | 800 |
Increase in accounts payable and accrued expenses | 291,572 | 566,782 |
Increase in deferred revenue | 225,000 | |
Increase in related party payables | 322,918 | 68,222 |
Net cash provided by (used in) operating activities | 418,386 | -81,270 |
Cash flows from investing activities: | ||
Cash received from acquisition | 80,238 | |
License of intellectual property | -450,000 | |
Net cash provided by (used in) investing activities | -450,000 | 80,238 |
Cash flows from financing activities: | ||
Proceeds from related party loans | 40,479 | |
Repayment of loans payable | -48,948 | |
Proceeds from issuance of common stock | 75,550 | |
Common stock subscriptions received | 5 | |
Net cash provided by financing activities | 26,607 | 40,479 |
Effect of exchange rate changes on cash | 4,314 | 2,098 |
Net cash provided by (used in) continuing operations | -693 | 41,545 |
Net cash provided by discontinued operations | 514 | |
Net increase (decrease) in cash | -693 | 42,059 |
Cash - beginning of period | 65,446 | 23,387 |
Cash - end of period | 64,753 | 65,446 |
NONCASH ACTIVITIES | ||
Change from related party debt to non-related party debt | 188,755 | |
Common stock subscriptions receivable | 1,600 | 5 |
Conversion of debt into common stock | 1,509,016 | |
Conversion of related party payable to related party convertible note payable | 872,508 | 652,067 |
Discount on related party convertible debt | 427,726 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | $137,423 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Overview | NOTE 1. OVERVIEW |
PearTrack Security Systems, Inc. (the “Company” or “PearTrack”), incorporated in Nevada on September 30, 2005, is a security and logistics company headquartered in Santa Monica, CA. The Company is currently structured with three wholly owned subsidiaries: PearTrack Systems Group, Ltd., Ecologic Products, Inc., and Ecologic Car Rentals, Inc., all Nevada corporations. PearTrack Systems Group, Ltd. (“PTSG”), is headquartered in the San Francisco Bay area of California, with offices in the United Kingdom and Singapore. The Company’s current business activities are diversified into two specific markets: remote/mobile asset tracking and environmental transportation and products. | |
· Through its wholly owned subsidiary, PearTrack Systems Group, Ltd., the Company intends to provide a suite of products in the M2M telematics and remote/mobile asset tracking and management industry, including a Global Positioning System (“GPS”) tracking system and tracking devices with a proprietary long-life battery system for non-powered assets. | |
· Through the subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc., the Company continues its pursuits for viable environmental rental car opportunities, and its marketing and distribution endeavors for its environmental products. The Company anticipates that it will spin-out Ecologic Car Rentals and Ecologic Products, Inc. to its shareholders prior to the end of 2015. | |
The Company’s primary focus is on the development and commercialization of its proprietary battery system in conjunction with its GPS tracking and management technologies. The Company’s vertically integrated activities, spanning from hardware design, software development, marketing and sales, to project implementation and system operations, aim to make logistics chains more secure and increase operational efficiency. The Company continues to pursue wholesale distribution opportunities for the Ecologic Shine® product, including product placement into major retail automotive chains. The Company is also developing a business plan for the retail distribution of the Ecologic Shine® product line in anticipation of spinning the operating subsidiary out to Shareholders. | |
On October 17, 2014, pursuant to the Agreement and Plan of Merger dated October 9, 2014, PearTrack Acquisition Corp., a Nevada corporation (“PTAC”), the Company’s wholly owned subsidiary, merged with PTSG with PTSG as the surviving entity (the “Merger”). As a result, PTSG became the Company’s wholly owned subsidiary. As part of the agreement, the Company issued an aggregate of 51,358,555 restricted shares of the Company’s common stock to the former PTSG shareholders on a 5.13586 for 1 basis. The issuance, representing approximately 90% of the Company’s issued and outstanding shares of common stock, increased the total issued and outstanding common shares from 5,706,506 shares to 57,065,061 shares. In addition, the Company changed its name to PearTrack Security Systems, Inc. and its trading symbol to OTCQB.PTSS. | |
In connection with the Merger, effective October 17, 2014, Mr. William B. Nesbitt resigned as President and CEO, and Mr. Edward W. Withrow Jr., the President of PTSG and a member of the Company’s Board of Directors (the “Board”), was appointed Mr. Nesbitt’s successor. Mr. Nesbitt remains a member of the Board, as well as President and CEO the Company’s subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc. In addition, Mr. Arran de Moubray, Mr. Paul B. Burke and Mr. John D. Macey, formerly directors of PTSG, were appointed to the Board. | |
Going Concern | |
The Company has incurred losses since inception resulting in an accumulated deficit of $11,695,730, and a working capital deficit of $3,307,291, and further losses are anticipated. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. | |
The consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Notes | ||
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation: This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. | ||
The Company’s fiscal year end is December 31. | ||
Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, PearTrack Systems Group, Ltd., Ecologic Products, Inc. and Ecologic Car Rentals, Inc. The financial information of previously separated entity, PearTrack Systems Group, Ltd. has been combined with the Company’s financial statements as of and for the year ended December 31, 2014, and retrospectively as of and for the year ended December 31, 2013 (Note 13). All significant inter-company accounts and transactions have been eliminated. | ||
Cash and Cash Equivalents: The Company considers cash in banks, deposits in transit, and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. As of December 31, 2014 and 2013, the Company had no cash equivalents. | ||
Foreign Currency Translation: Items included in the financial statements of the Company’s subsidiary are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency”). The consolidated financial statements are presented in US Dollars, which is the Company’s reporting currency. | ||
The results and financial position of PearTrack Systems Group, Ltd., the Company’s wholly owned subsidiary, has a functional currency different from the reporting currency, and is translated into the reporting currency as follows: | ||
(i) | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; | |
(ii) | income and expenses for each income statement are translated at average exchange rates on a monthly basis; and | |
(iii) | all resulting exchange differences are recognized as a separate component of equity. | |
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement as other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to stockholders’ equity. As of December 31, 2014 and 2013, respectively, exchange differences of $4,314 and $178 have been accumulated. | ||
Use of Estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount 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 period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the, estimates related to asset impairments of long lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary. Actual results could differ from these estimates. | ||
Net Income (Loss) Per Common Share: The Company calculates net income (loss) per share as required by ASC 450-10, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, common stock equivalents, if any, are not considered in the computation. | ||
Comprehensive Income (Loss): ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2014 and 2013, the Company has recognized ($99,417) and $108,735 in comprehensive income (loss), and has included these amounts as part of other comprehensive income (loss) on the accompanying statement of operations. | ||
Revenue Recognition: The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As at December 31, 2014, the Company has not commenced its principal operations. | ||
The Company has made limited sales of its Ecologic Shine® product, and has continuing revenue from limited customer contracts for its PearTrack tracking system. In addition, the Company provides consulting services as an additional revenue source. | ||
Property and Equipment: Property and equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years. | ||
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: In accordance with ASC 350-30, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue. Either of these could result in future impairment of long-lived assets. | ||
Due to the Company’s recurring losses, its intellectual properties were evaluated for impairment and it was determined that future cash flows were sufficient for recoverability of the assets. | ||
Income Taxes: Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. | ||
The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. | ||
Stock Based Compensation: The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. | ||
Fair Value Measurements: Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: | ||
Level 1 | Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 | Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | ||
Investments in Securities: Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee's Board of Directors, are considered in determining whether the equity method is appropriate. All other equity investments, which consist of investments for which the Company does not possess the ability to exercise significant influence, are accounted for under the mark to market method. Under the mark to market method of accounting, investments are marked to market, with unrealized gains and losses being excluded from earnings and reflected as a component of other comprehensive income. | ||
Recent Accounting Pronouncements: The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: | ||
Adopted: | ||
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. | ||
Not Yet Adopted: | ||
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Topic 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company is evaluating the effect, if any, adoption of ASU No. 2014-08 will have on its consolidated financial statements. | ||
In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2014-15 will have on its consolidated financial statements. | ||
In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company is evaluating the effect, if any, adoption of ASU No. 2014-17 will have on its consolidated financial statements. | ||
In January 2015, the FASB issued ASU 2015-01 Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company is evaluating the effect, if any, adoption of ASU No. 2015-01 will have on its consolidated financial statements. | ||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. | ||
Investment_in_Securities
Investment in Securities | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Investment in Securities | NOTE 3. INVESTMENT IN SECURITIES |
As of December 31, 2014 and 2013, the Company held 12,061,854 shares of Amazonas Florestal, Ltd. (“AZFL”) common stock (the “AZFL Shares”) with a fair value of $16,887 and $120,619, respectively. Management’s intent is to distribute the AZFL Shares in the form of a dividend, to the Company’s shareholders of record on March 16, 2012 (the effective date of the Merger), once AZFL has filed an S1 Registration and registers the AZFL Shares. The date by which the Form S1 was to be filed was extended by mutual agreement to January 31, 2013. AZFL has not, to the Company’s knowledge, caused to register the AZFL shares by filing a Form S1, and is in default of its agreement with the Company. The Company has requested that AZFL complete the registration so the stock distribution can be completed. | |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Notes | |||||||
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT | ||||||
Property and equipment consists of the following: | |||||||
31-Dec-14 | 31-Dec-13 | ||||||
Office equipment | $ | 5,258 | $ | 5,258 | |||
Accumulated depreciation | (2,476 | ) | (2,224 | ) | |||
Property and equipment, net, before disposals | 2,782 | 3,034 | |||||
Less: disposal of equipment | (2,782 | ) | –– | ||||
Property and equipment, net | $ | –– | $ | 3,034 | |||
As of December 31, 2014, the Company disposed of its equipment, valued at $0, and recognized a loss in the amount of $2,782. | |||||||
Depreciation expense totaled $252 and $600 for the year ended December 31, 2014 and 2013, respectively. | |||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Notes | |||||||
Intangible Assets | NOTE 5. INTANGIBLE ASSETS | ||||||
Intangible assets consists of the following: | |||||||
31-Dec-14 | 31-Dec-13 | ||||||
Intellectual property, unencumbered | $ | 450,000 | $ | –– | |||
Accumulated amortization | (15,000 | ) | –– | ||||
Intellectual property, unencumbered, net | 435,000 | –– | |||||
Intellectual property, pledged to creditors | 1,567.06 | 1,567.06 | |||||
Accumulated amortization | (111,436 | ) | (6,965 | ) | |||
Intellectual property, pledged to creditors, net | $ | 1,455,624 | $ | 1,560,095 | |||
Amortization expense totaled $119,471 and $6,965 for the year ended December 31, 2014 and 2013, respectively. | |||||||
Deferred_Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Deferred Revenue | NOTE 6. DEFERRED REVENUE |
On June 30, 2014, the Company entered into a Service Agreement (“Service Agreement”) for consulting services to be provided by the Company in the corporate and government target markets. The Service Agreement is for a term of twelve (12) months commencing June 30, 2014, and includes compensation of $450,000 for services rendered. As of December 31, 2014, the Company has recognized $225,000 as revenues earned, and has deferred $225,000, to be earned over the next six month period. | |
Notes_and_Loans_Payable
Notes and Loans Payable | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Notes | |||||||
Notes and Loans Payable | NOTE 7. NOTES AND LOANS PAYABLE | ||||||
Notes and loans payable consists of the following: | |||||||
31-Dec-14 | 31-Dec-13 | ||||||
Loans payable | $ | 98,489 | $ | 147,437 | |||
Notes payable-short term | 125,000 | $ | 125,000 | ||||
Notes payable-short-term-convertible | 688,755 | –– | |||||
Total notes and loans payable-short term | 912,244 | 272,437 | |||||
Total notes payable-long term-convertible | –– | 500,000 | |||||
Total notes and loans payable | $ | 912,244 | $ | 772,437 | |||
Notes payable consists of unsecured promissory notes issued in the principal sum of $912,244 and $772,437 as of December 31, 2014 and 2013, respectively. The notes bear interest at a rate of between 5 to 15 percent per annum, and are due within one (1) year of written demand or by December 31, 2015. | |||||||
As of December 31, 2014, notes payable includes the following convertible promissory notes: | |||||||
Principal | Interest Rate | Conversion Rate | Maturity Date | ||||
$188,755 | 7% | $0.05 | 1 year from demand | ||||
$500,000 | 5% | $0.25 | 12/31/15 | ||||
During the year ended December 31, 2013, the Company issued a convertible promissory note in the principal sum of $500,000 for advisory services rendered to the Company. The note bears interest at a rate of 5% per annum, is due by December 31, 2015, and is convertible into the Company’s common stock at a price of $0.25 per share. No modifications to existing notes were made during 2013. | |||||||
During the year ended December 31, 2014, modifications were made to a certain note to increase the principal amount by $570,114, and to provide a conversion feature, whereby the principal sum of $570,114 is convertible into the Company’s common stock at a strike price of $0.05 per share. On September 26, 2014, the Company received a Notice to Convert for the conversion of $381,359 in principal. As a result, 7,627,180 restricted shares of the Company’s common stock were issued. As of December 31, 2014, the principal balance owed under the note was $188,755. | |||||||
Loans payable consists of monies loaned to the Company by a third-party for the purpose of overhead advances and product development. The loan is unsecured, bears no interest, and is payable upon demand. As of December 31, 2014 and 2013, respectively, $98,489 and $147,437 is outstanding, and no demand has been made. | |||||||
As of December 31, 2014 and 2013, interest in the amount of $163,177 and $90,923, respectively, has been accrued and is included as part of accrued expenses on the accompanying balance sheet. | |||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Notes | |||||||
Related Party Transactions | NOTE 8. RELATED PARTY TRANSACTIONS | ||||||
Related party transactions consists of the following: | |||||||
31-Dec-14 | December 31, 2013 | ||||||
Notes payable-short-term | $ | 787,837 | $ | 1,563,438 | |||
Notes payable-long-term-senior | 2,000,000 | 2,000,000 | |||||
Less: unamortized discount | (341,221 | ) | (427,726 | ) | |||
Total long-term notes payable, senior, net of discount | 1,658,779 | 1,572,274 | |||||
Notes payable-long-term-subordinate | 449,583 | 222,067 | |||||
Total long-term notes payable | 2,108,362 | 1,794,341 | |||||
Total notes payable | 2,896,199 | 3,357,779 | |||||
Accrued compensation | 118,500 | 186,338 | |||||
Reimbursed expenses payable (receivable) | 179,081 | (33,039 | ) | ||||
Total related party payable | 297,581 | 153,299 | |||||
Total related party transactions | $ | 3,193,780 | $ | 3,511,078 | |||
Related party notes payable consists of the following convertible notes payable at December 31, 2014: | |||||||
Description | Principal | Interest Rate | Conversion Rate | Maturity Date | |||
Note payable-long-term-senior | $ | 2,000,000 | 5% | $0.40 | 12/9/18 | ||
Less: unamortized discount | (341,221 | ) | |||||
Note payable-long-term-senior, net of discount | 1,658,779 | ||||||
Note payable-short term | 313,913 | 7% | $0.05 | 1 yr demand | |||
Note payable-short-term | 100,000 | 7% | $0.07 | 1 yr demand | |||
Note payable-short term | 373,924 | 5% | $0.05 | Funding | |||
Note payable-long-term | 449,583 | 5% | $0.25 | 12/31/17 | |||
Total | $ | 2,896,199 | |||||
All outstanding related party notes payable bear interest at the rate of 5% to 7% per annum, are due and payable within between one (1) year of written demand and by December 9, 2018, or upon certain equity funding, and are convertible into the Company’s common stock at a price of between $0.05 to $0.40 per share. | |||||||
On September 30, 2010, a convertible note payable was issued to a related party for unpaid compensation of $172,500 and for cash loans made to the Company in the amount of $213,859. The note bears interest at a rate of seven percent (7%) per annum, is due within one (1) year of written demand, and is convertible into the Company’s common stock. Further modifications to the note were made through December 31, 2014 to increase the principal amount for additional unpaid compensation of $780,000, and to assign a portion of debt in the amount of $661,359 to other parties (the “Assigned Principal”), and to change the conversion strike price from $0.07 to $0.05. A portion of the Assigned Principal was in default by the assignee, and $100,000 reverted back to the note holder, including accrued interest of $3,671. On September 26, 2014, the Company received a Notice to Convert for the conversion of $557,661, representing principal in the amount of $445,000 and accrued interest in the amount of $112,661. As a result, 11,153,232 restricted shares of the Company’s common stock were issued. As of December 31, 2014 and 2013, the principal balance owing under the note was $160,000 and $906,359, respectively. Interest in the amount of $5,416 and $77,696, respectively, has been accrued as of December 31, 2014 and 2013, and is included as part of accrued expenses on the accompanying balance sheets. | |||||||
On December 31, 2011, a senior convertible promissory note was issued to a related party for unpaid compensation in the amount of $30,000. The note bears interest at a rate of five percent (5%) per annum, is payable upon certain equity funding goals, and is convertible into the Company’s common stock. Modifications to the note have been made between January 1, 2012 and October 17, 2014 to modify the principal amount for additional unpaid compensation of $623,091, and to change the conversion strike price from $0.07 to $0.05. On September 26, 2014, the Company received a Notice to Convert for the conversion of $294,532, representing principal in the amount of $279,167 and accrued interest in the amount of $15,365. As a result, 5,890,634 restricted shares of the Company’s common stock were issued. As of December 31, 2014 and 2013, the principal balance owing under the note was $373,924 and $454,166, respectively. Interest in the amount of $32,529 and $20,813 has been accrued as of December 31, 2014 and 2013, respectively, and is included as part of accrued expenses on the accompanying balance sheets. | |||||||
On November 15, 2013, the Company issued a convertible promissory note in the amount of $150,000 to a related party of the Company, for consulting services rendered to the Company. The note bears interest at a rate of five percent (5%) per annum, matures on November 15, 2015, and is convertible into the Company’s common stock. On August 31, 2014, a modification to the note was made to change the conversion strike price from $0.08 to $0.05. On September 26, 2014, the Company received a Notice to Convert for the conversion of $155,938, representing principal in the amount of $150,000 and accrued interest in the amount of $5,938. As a result, 3,118,768 restricted shares of the Company’s common stock were issued, and the note has been paid in full. Interest in the amount of $0 and $945 has been accrued as of December 31, 2014 and 2013, respectively, and is included as part of accrued expenses on the accompanying balance sheets. | |||||||
On November 15, 2013, the Company issued a convertible promissory note in the amount of $72,067 to a related party for unpaid compensation. Modifications to the note were made between November 16, 2013 and August 31, 2014, to increase the principal to $116,067, to include additional unpaid compensation, and to change the conversion strike price from $0.08 to $0.05. The note bears interest at a rate of five percent (5%) per annum, matures on November 15, 2015, and is convertible into the Company’s common stock. On September 26, 2014, the Company received a Notice to Convert for the conversion of $119,525, representing principal in the amount of $116,067 and accrued interest in the amount of $3,458. As a result, 2,390,507 restricted shares of the Company’s common stock were issued, and the note has been paid in full. Interest in the amount of $0 and $454, has been accrued as of December 31, 2014 and 2013, respectively, and is included as part of accrued expenses on the accompanying balance sheets. | |||||||
On December 4, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into an Employment Agreement with Edward W. Withrow Jr., for his services as President and Chief Executive Officer of the Company (the “Agreement”). The initial term of the Agreement is for a period of two (2) years, and is automatically renewed annually unless terminated by either party. The Agreement provides for initial compensation of $175,000 per year. In addition, the Agreement provides for expense reimbursements, and an initial stock award of 1,000,000 restricted shares of the Company’s common stock. On December 31, 2014, a convertible promissory note was issued for unpaid compensation owing under this agreement in the amount of $189,583. The note bears interest at a rate of five percent (5%) per annum, is due within two (2) years, and is convertible into the Company’s common stock at a strike price of $0.25 per share. No interest has been accrued as of December 31, 2014. | |||||||
On December 4, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into a consulting agreement with Huntington Chase Financial Group, a Nevada corporation (“HCFG”), a related party. The consulting agreement provides for HCFG to perform certain advisory and consulting functions for compensation in the amount of $20,000 per month for a period of three (3) years until December 4, 2017. On December 31, 2014, a convertible promissory note was issued for unpaid compensation owing under this agreement in the amount of $260,000. The note bears interest at a rate of five percent (5%) per annum, is due within two (2) years, and is convertible into the Company’s common stock at a strike price of $0.25 per share. No interest has been accrued as of December 31, 2014. | |||||||
On December 9, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into a consulting agreement with John D. Macy, a member of the board of directors, for his services in the area of technology, sales and marketing. The consulting agreement, commencing January 1, 2014, provides for compensation in the amount of $60,000 per year for a period of two (2) years, until December 4, 2016. | |||||||
On December 9, 2013, the Company, through its wholly owned subsidiary, PTSG, issued a Zero Coupon Senior Secured Convertible Note (the “Convertible Note”) to seven (7) shareholders, of which two (2) shareholders are also directors of the Company (the “Note Holders”), in the aggregate sum of $2,000,000. The Convertible Note holds senior position above all other debt, bears no interest, is due within five (5) years, or by December 9, 2018 (the “Maturity Date”), and is secured by an Intellectual Property Pledge and Security Agreement (the “Security Agreement”). Pursuant to terms and conditions of the Convertible Note, principal payments may be made pro rata to the Note Holders prior to Maturity Date without penalty when/if the Company meets certain funding and earnings goals (Note 9). In accordance with the Security Agreement, certain intellectual property licensed to the Company shall be pledged as collateral to secure punctual payment. In the event of default, the Company has the right to repurchase the intellectual property, for which the proceeds shall be paid to the Note Holders to satisfy the default. The non-interest bearing Convertible Note has been recorded at its present value on the date of issuance using an imputed interest rate of 5%. The difference between the face value and its present value has been recorded as a discount of $432,940, to be amortized over the term of the note. As of December 31, 2014 and 2013, the Company has amortized $86,505 and $5,214, respectively, as interest expense. There remains $341,221 and $427,726 in unamortized discount as of December 31, 2014 and 2013, respectively, to be expensed over the next 35 months. | |||||||
On December 31, 2013, the Company, through its wholly owned subsidiary, Ecologic Products, Inc., issued a modification to consolidate all promissory notes payable to Huntington Chase Ltd. in the aggregate principal sum of $153,912, for cash loans made to the Company between 2009 and 2013, and to assign the note in its entirety, including accrued interest of $27,368, to Huntington Chase Financial Group. The note bears interest at a rate of seven percent (7%) per annum, is due within one (1) year of written demand, and is convertible into the Company’s common stock at a strike price of $0.07 per share. Interest in the amount of $38,143 and $27,369 has been accrued as of December 31, 2014 and 2013, respectively, and is included as part of accrued expenses on the accompanying balance sheets. | |||||||
On January 5, 2014, a related party was assigned $100,000 of a convertible promissory note issued by the Company. The note bears interest at a rate of 7% per annum, is due within one (1) year of written demand, and is convertible into the Company’s common stock at a strike price of $0.07 per share. Interest in the amount of $4,932 has been accrued as of December 31, 2014, and is included as part of accrued expenses on the accompanying balance sheets. | |||||||
As at December 31, 2014 and 2013, respectively, affiliates and related parties are due a total of $3,193,780 and $3,511,078, which is comprised of loans to the Company of $2,896,199 and $3,357,779, accrued compensation of $118,500 and $186,338, and reimbursed expenses of $179,081 and $(33,039), for a net decrease of $317,298. During the year ended December 31, 2014, loans to the Company increased by $-461,580, unpaid compensation decreased by $67,838 and reimbursable expenses increased by $212,120. | |||||||
The Company’s decrease in loans to the Company of $461,580 is due to an increase in unpaid compensation owed to related parties in the amount of $872,508 which has been converted to convertible notes payable; a decrease in unamortized discount of $86,505; a decrease of $-990,234 due to the conversion of debt into common stock; and a decrease of $-430,359 resulting from the assignment/reclassification of debt to non-related parties. | |||||||
The Company’s decrease in unpaid compensation of $-67,838 is due to an increase in unpaid compensation of $71,917 due to related parties; and a decrease of $-139,755 which was converted into notes payable and transferred to non-related party notes payable. | |||||||
The Company’s expenses reimbursable to related parties increased by $212,120 and $33,996 during the year ended December 31, 2014 and 2013, respectively. | |||||||
During the year ended December 31, 2014 and 2013, accrued interest increased by $81,712 and $64,956, respectively. In connection with the conversion of certain debt during the current year, accrued interest was reduced by $-137,423. As of December 31, 2014 and 2013, accrued interest payable to related parties was $81,020 and $136,731, respectively, and is included as part of accrued expenses on the accompanying balance sheets. | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Commitments and Contingencies | NOTE 9. COMMITMENTS AND CONTINGENCIES |
On December 9, 2013, the Company, through its wholly owned subsidiary, PTSG, issued a Zero Coupon Senior Secured Convertible Note (the “Convertible Note”) in the aggregate sum of $2,000,000. Pursuant to terms and conditions of the Convertible Note, principal payments may be made pro rata to the Note Holders prior to Maturity Date without penalty when/if the Company meets certain funding and earnings goals as follows: 1) 10% of any equity investment of $2,100,000 or more; or 2) $250,000 each year the Company’s retained earnings reaches or exceeds $1,500,000; or 3) $250,000 each year the Company’s EBITDA reaches or exceeds $3,000,000. As of December 31, 2014 and 2013, no contingent payments have been made. | |
On June 30, 2014, the Company entered into two (2) License Agreements (“License Agreements”) for the non-exclusive license to the Company in perpetuity of certain patented technology (the “Licensed Product”) in the private sector corporate and enterprise markets, and the public sector government markets. In accordance with the License Agreements, an initial licensing fee of $450,000, or $225,000 per agreement, was payable upon execution. In addition, royalty payments equal to 12% of gross revenues generated from the sale, lease or licensing of the Licensed Product are payable to the licensor. As of December 31, 2014, the Company has not commenced sales of the Licensed Product. | |
Stockholders_Equity_Note_Discl
Stockholders' Equity Note Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Capital Stock | NOTE 10. CAPITAL STOCK |
On October 17, 2014, the total number of authorized shares of common stock that may be issued by the Company was increased to 250,000,000 with a par value of $0.001 per share; and the total number of authorized preferred stock was increased to 25,000,000 shares with a par value of $0.001. In addition, the Company effected a 10-for-1 reverse stock split, whereby one (1) new share of the Company’s common stock was issued for each 10 shares of common stock held, thereby reducing the total issued and outstanding shares from 57,065,061 shares to 5,706,506 shares. | |
The following reflect the effects of the 10-to-1 reverse stock split that occurred on October 17, 2014 | |
On September 26, 2014, in connection with a certain Notice to Convert received from a non-related party, $381,359 in debt was converted at a price of $0.05 per share into 762,718 restricted shares of the Company’s common stock. As a result, $380,596 was recorded as additional paid in capital. | |
On September 26, 2014, in connection with certain Notice(s) to Convert received from four (4) related parties, $1,127,657 in debt was converted at a price of $0.05 per share into 2,255,314 restricted shares of the Company’s common stock. As a result, $1,125,402 was recorded as additional paid in capital. | |
On October 17, 2014, in connection with the Merger, the Company issued 51,358,555 shares of restricted common stock to the thirteen (13) former shareholders of PearTrack Systems Group, Ltd. As a result, additional paid in capital was reduced by $51,359. | |
On October 30, 2014, in connection with certain consulting agreements, the Company granted two consultants the right to purchase 400,000 shares of its restricted common stock at $0.001 per share. The shares, valued at $100,000, were purchased for cash in the amount of $400. As a result, $99,600 has been recorded to additional paid in capital, and $-99,600 has been recorded as deferred compensation. | |
On October 31, 2014, in connection with a certain consulting agreement, the Company granted the consultant the right to purchase 1,000,000 shares of its restricted common stock at $0.001 per share. The shares, valued at $250,000, were purchased for cash in the amount of $1,000. As a result, $249,000 has been recorded to additional paid in capital, and $-249,000 has been recorded as deferred compensation. | |
On October 31, 2014, in connection with a certain stock purchase agreement, the Company granted a consultant the right to purchase 100,000 shares of its restricted common stock at $0.001 per share. The shares, valued at $25,000, were purchased for cash in the amount of $100. As a result, $24,900 has been recorded to additional paid in capital. | |
On November 21, 2014, in connection with a certain stock purchase agreement, the Company granted a consultant the right to purchase 150,000 shares of its restricted common stock at $0.001 per share. The shares, valued at $49,500, were purchased for cash in the amount of $150. As a result, $49,350 has been recorded to additional paid in capital. | |
On December 1, 2014, in connection with certain consulting agreements, the Company granted two consultants the right to purchase 750,000 shares of its restricted common stock at $0.10 per share, and 500,000 shares at $0.001 per share. The shares, valued at $375,000, were purchased for cash in the amount of $75,500. As a result, $373,750 has been recorded to additional paid in capital, and $-299,500 has been recorded as deferred compensation. | |
During the years ended December 31, 2014 and 2013, respectively, a total of $272,179 and $70,417 in deferred stock compensation was expensed. Deferred stock compensation expense of $675,504 and $239,583 remained at December 31, 2014 and 2013, respectively, to be amortized over the next 23 months. | |
As of December 31, 2014 and 2013, respectively, the Company had 59,965,061 and 2,688,474 shares of common stock issued and outstanding. | |
Warrants_and_Options
Warrants and Options | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Notes | ||||||||||||
Warrants and Options | NOTE 11. WARRANTS AND OPTIONS | |||||||||||
The following reflect the effects of the 10-to-1 reverse stock split that occurred on October 17, 2014: | ||||||||||||
During the year ended December 31, 2014, 228,755 stock options issued in 2009 expired, and 5,000 stock options issued in 2010 were cancelled. As of December 31, 2014 and 2013, respectively, the Company has no warrants and 366,000 and 599,755 options issued and outstanding. | ||||||||||||
Outstanding and Exercisable Options | ||||||||||||
Remaining | Exercise Price | |||||||||||
Exercise | Number of | Contractual Life | times Number | Weighted Average | ||||||||
Price | Shares | (in years) | of Shares | Exercise Price | ||||||||
$4.73 | 38,500 | 0.5 | $ | 182,105 | $3.70 | |||||||
$3.20 | 75,000 | 1.25 | 240,000 | $3.50 | ||||||||
$3.20 | 102,500 | 6.25 | 328,000 | $3.50 | ||||||||
$2.00 | 150,000 | 2 | 300,000 | $3.10 | ||||||||
366,000 | $ | 1,050,105 | $3.10 | |||||||||
Options Activity | ||||||||||||
Number | Weighted Average | |||||||||||
Of Shares | Exercise Price | |||||||||||
Outstanding at December 31, 2013 | 599,755 | $3.10 | ||||||||||
Issued | –– | –– | ||||||||||
Exercised | –– | –– | ||||||||||
Expired / Cancelled | (233,755 | ) | $2.50 | |||||||||
Outstanding at December 31, 2014 | 366,000 | $3.10 | ||||||||||
During the year ended December 31, 2014 and 2013, respectively, the Company expensed a total of $60,000 and $60,000 in stock option compensation. There remained $0 and $60,000 in deferred stock option compensation at December 31, 2014 and 2013, respectively. | ||||||||||||
Restricted_Stock_Awards
Restricted Stock Awards | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Restricted Stock Awards | NOTE 12. RESTRICTED STOCK AWARDS |
On December 4, 2013, in connection with a certain Employment Agreement, the Company’s President was awarded the right to purchase 1,000,000 shares of restricted common stock (the “Restricted Stock Units”, “RSUs”) at a per share price of $0.0001 (the “Stock Award”). The Stock Award, valued at $250,000, vests immediately upon execution of the Employment Agreement, but is returnable in the event of early termination, in proportion to the length of employment. In connection with the Stock Award, a total of $250,000 has been recorded as deferred compensation, of which $125,000 and $10,417 has been expensed during the years ended December 31, 2014 and 2013, respectively. There remains $114,583 of deferred compensation as of December 31, 2014, to be amortized over the next 11 months. | |
As of December 31, 2014, the Company has awarded a total of 1,000,000 Restricted Stock Units. During the years ended December 31, 2014 and 2013, respectively, the Company expensed a total of $125,000 and $10,417 in deferred compensation. There remained $114,583 and $239,583 in deferred compensation at December 31, 2014 and 2013, respectively. | |
Acquisitions
Acquisitions | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Notes | |||||||
Acquisitions | NOTE 13. ACQUISITIONS | ||||||
On October 17, 2014, the Company’s wholly owned subsidiary, PearTrack Acquisition Corp. (“PTAC”), merged with PearTrack Systems Group, Inc. (“PTSG”), both Nevada corporations, with PTSG as the surviving entity. As a result, PTSG became the Company’s wholly owned subsidiary. As part of the merger agreement, the Company issued an aggregate of 51,358,555 restricted common shares, representing 90% of the Company’s issued and outstanding shares of common stock, to the former PTSG shareholders on a 5.13586 for 1 basis. The common shares issued had a total fair value of $28,247,205 based on the closing market price of $0.55 per share on October 17, 2014, the acquisition date. No change in control took place and no goodwill has been recognized as a result of the merger. | |||||||
In connection with the presentation of the financial statements, the following gross revenues and net losses of PTSG have been combined with the Company’s gross revenues and net losses for the periods indicated to present the Company’s consolidated information as if the business combination had occurred on December 7, 2013 (the date in which the companies were under common control): | |||||||
31-Dec-14 | 31-Dec-13 | ||||||
(audited) | |||||||
Revenues | $ | 259,520 | $ | 2,307 | |||
Net income (loss) | (751,330 | ) | (68,451 | ) | |||
Other comprehensive income (loss) | 4,314 | 178 | |||||
The following table summarizes the amounts of identified assets acquired and liabilities assumed at October 17, 2014, the acquisition date, as well as the amounts combined at December 31, 2013: | |||||||
17-Oct-14 | 31-Dec-13 | ||||||
Assets: | |||||||
Cash | $ | 3,037 | $ | 65,446 | |||
Accounts receivable | 2,569 | –– | |||||
Refunds and claims receivable | 15,138 | 27,895 | |||||
Related party receivable | –– | 82,800 | |||||
Property and equipment, net | –– | 1,009 | |||||
Intellectual property, net, unencumbered | 441,166 | –– | |||||
Intellectual property, net, pledged | 1,477,099 | 1,560,095 | |||||
1,939,009 | 1,737,245 | ||||||
Liabilities: | |||||||
Accounts payable | 75,661 | 17,127 | |||||
Intercompany advances | 54,147 | –– | |||||
Loans payable | 101,643 | 147,437 | |||||
Related party payables | 460,452 | 38,940 | |||||
Deferred revenue | 318,145 | –– | |||||
Note payable, related party, net of discount | 1,640,767 | 1,572,274 | |||||
2,650,815 | 1,775,778 | ||||||
Net assets acquired | $ | (711,806 | ) | (38,533 | ) | ||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Notes | ||||
Discontinued Operations | NOTE 14. DISCONTINUED OPERATIONS | |||
On December 1, 2012, the Company discontinued all operations related to the former activities involving the three year test market with Park N Fly, Inc. for the Company’s car wash product and system, Ecologic Shine®. The 3-year test market with Park N Fly resulted in an accumulated deficit of $82,697 through December 31, 2013. In addition, certain advances were made to Ecologic Products, Inc. for the purpose of overhead expenses that were not directly attributable to the Park N Fly segment of operations. As a result, additional cash funds are required the in order to satisfy the accounts payable remaining. | ||||
As of December 31, 2013, the Company had the following assets and liabilities relating to its discontinued operations: | ||||
31-Dec-13 | ||||
Assets | ||||
Intercompany advances | $ | 72,302 | ||
Liabilities and accumulated deficit | ||||
Accounts payable and accrued expenses | $ | 154,999 | ||
Net assets of discontinued operations | $ | 82,697 | ||
The results of discontinued operations are summarized as follows: | ||||
Cumulative from | ||||
September 1, 2009 to | ||||
31-Dec-13 | ||||
Revenue | $ | 1,192,191 | ||
Cost of goods sold | 1,168,796 | |||
Gross profit | 23,395 | |||
General and administrative expenses | (91,200 | ) | ||
Interest expense | (15,192 | ) | ||
Gain on sale of equipment | 300 | |||
Net loss from discontinued operations | $ | (82,697 | ) | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Notes | |||||||
Income Taxes | NOTE 15. INCOME TAXES | ||||||
Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the ultimate realization of a deferred tax as the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013, are presented below: | |||||||
31-Dec-14 | 31-Dec-13 | ||||||
Deferred tax assets: | |||||||
Continuing operations: | |||||||
Net operating loss carry forwards | $ | 3,863,000 | $ | 3,244,000 | |||
Less valuation allowance | (3,863,000 | ) | (3,244,000 | ) | |||
Net deferred tax asset - continuing operations | $ | –– | $ | –– | |||
Discontinued operations: | |||||||
Net operating loss carry forwards | $ | 25,000 | $ | 25,000 | |||
Less valuation allowance | (25,000 | ) | (25,000 | ) | |||
Net deferred tax asset - discontinued operations | $ | –– | $ | –– | |||
A reconciliation of income taxes computed at the US federal statutory income tax rate to the change in valuation allowance is as follows: | |||||||
For the year ended | |||||||
31-Dec-14 | 31-Dec-13 | ||||||
Income (loss) before taxes: | |||||||
Continuing operations | $ | (1,920,226 | ) | $ | (1,502,463 | ) | |
Discontinued operations | –– | (4,010 | ) | ||||
Total income (loss) before taxes | (1,920,226 | ) | (1,506,473 | ) | |||
Statutory rate | 34% | 34% | |||||
Computed expected tax payable (recovery) | $ | 653,000 | $ | 513,000 | |||
Non-recognizable income (loss) | (34,000 | ) | 37,000 | ||||
Non-deductible expenses | –– | –– | |||||
Change in valuation allowance | (619,000 | ) | (550,000 | ) | |||
Reported income taxes | $ | –– | $ | –– | |||
At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset. There are limitations on the utilization of net operating loss carry forwards, including a requirement that losses be offset against future taxable income, if any. In addition, there are limitations imposed by certain transactions which are deemed to be ownership changes. Accordingly, a valuation allowance has been established for the entire deferred tax asset. The increase in the valuation allowance for continuing operations was approximately $619,000 and $550,000 for the year ended December 31, 2014 and 2013, respectively. | |||||||
As of December 31, 2014, the Company had cumulative net operating loss carryforwards of approximately $11,435,000, and $9,408,000 for federal and state income tax purposes, respectively, which begin to expire in the year 01/01/2029. Section 382 of the Internal Revenue Code of 1986 provides for an annual limitation of approximately $67,000 on the utilization of net operating loss carryforwards as the company underwent an ownership change in 2008, as defined in Section 382. This limitation has been reflected in the US federal and state net operating loss carryforwards. The Company has elected to forgo any carryback of its net operating losses. | |||||||
The Company adopted uncertain tax position in accordance with ASC 740 on January 1, 2007, and has not recognized any material increase in the liability for unrecognized income tax benefits as a result of the implementation. The Company estimates that the unrecognized tax benefit will not change within the next twelve months. The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its consolidated statements of operations. The Company has incurred no interest or penalties as of December 31, 2014 and 2013. | |||||||
The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company’s previously filed returns. The Company’s 2008 and later tax returns are still subject to examination. | |||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Subsequent Events | NOTE 16. SUBSEQUENT EVENTS |
The Company has evaluated the events and transactions for recognition or disclosure subsequent to December 31, 2014, and has determined that there have been no events that would require disclosure, with the exception of the following: | |
During the period January 1, 2015 through March 31, 2015, the Company increased its loans from related parties by $208,603, from a total of $3,193,780 at December 31, 2014 to $3,402,383 at March 31, 2015. The increase represents an increase in accrued compensation of $178,749, a decrease in unamortized discount of $21,330, and a decrease in reimbursable expenses of $-8,523. All related party notes payable bear interest at the rate of 5 to 7 percent per annum, are due and payable between one (1) year of written demand and December 9, 2018, or upon certain equity funding, and are convertible into the Company’s common stock at a price of between $0.05 to $0.40 per share. | |
On March 9, 2015, the Company amended the License Agreement executed January 21, 2015 (“License Agreement”) by and between the Company and PearLoxx Ltd. (“Pearloxx”) for the license to the Company of certain Pearloxx patented technology (the “Licensed Product”) in perpetuity. As part of the consideration for the Licensed Product, Pearloxx was granted the right to purchase 5,706,506 shares of the Company’s common stock at $0.001 per share. The shares, valued at $1,711,952, were purchased for cash in the amount of $5,707. As a result, $1,706,245 has been recorded to additional paid in capital. | |
On March 15, 2015, in connection with a certain stock purchase agreement, the Company issued 1,883,147 shares of its restricted common stock at $0.02 per share. The shares, valued at $564,944, were purchased for cash in the amount of $37,663. As a result, $563,061 has been recorded to additional paid in capital. | |
Overview_Policies
Overview (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Going Concern | Going Concern |
The Company has incurred losses since inception resulting in an accumulated deficit of $11,695,730, and a working capital deficit of $3,307,291, and further losses are anticipated. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. | |
The consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Policies | ||
Basis of Presentation | Basis of Presentation: This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. | |
The Company’s fiscal year end is December 31. | ||
Principles of Consolidation | Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, PearTrack Systems Group, Ltd., Ecologic Products, Inc. and Ecologic Car Rentals, Inc. The financial information of previously separated entity, PearTrack Systems Group, Ltd. has been combined with the Company’s financial statements as of and for the year ended December 31, 2014, and retrospectively as of and for the year ended December 31, 2013 (Note 13). All significant inter-company accounts and transactions have been eliminated. | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents: The Company considers cash in banks, deposits in transit, and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. As of December 31, 2014 and 2013, the Company had no cash equivalents. | |
Foreign Currency Translations | Foreign Currency Translation: Items included in the financial statements of the Company’s subsidiary are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency”). The consolidated financial statements are presented in US Dollars, which is the Company’s reporting currency. | |
The results and financial position of PearTrack Systems Group, Ltd., the Company’s wholly owned subsidiary, has a functional currency different from the reporting currency, and is translated into the reporting currency as follows: | ||
(i) | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; | |
(ii) | income and expenses for each income statement are translated at average exchange rates on a monthly basis; and | |
(iii) | all resulting exchange differences are recognized as a separate component of equity. | |
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement as other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to stockholders’ equity. As of December 31, 2014 and 2013, respectively, exchange differences of $4,314 and $178 have been accumulated. | ||
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount 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 period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the, estimates related to asset impairments of long lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary. Actual results could differ from these estimates. | |
Earnings Per Share | Net Income (Loss) Per Common Share: The Company calculates net income (loss) per share as required by ASC 450-10, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, common stock equivalents, if any, are not considered in the computation. | |
Comprehensive Income (Loss) Note | Comprehensive Income (Loss): ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2014 and 2013, the Company has recognized ($99,417) and $108,735 in comprehensive income (loss), and has included these amounts as part of other comprehensive income (loss) on the accompanying statement of operations. | |
Revenue Recognition | Revenue Recognition: The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As at December 31, 2014, the Company has not commenced its principal operations. | |
The Company has made limited sales of its Ecologic Shine® product, and has continuing revenue from limited customer contracts for its PearTrack tracking system. In addition, the Company provides consulting services as an additional revenue source. | ||
Property and Equipment | Property and Equipment: Property and equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: In accordance with ASC 350-30, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue. Either of these could result in future impairment of long-lived assets. | |
Due to the Company’s recurring losses, its intellectual properties were evaluated for impairment and it was determined that future cash flows were sufficient for recoverability of the assets. | ||
Income Taxes | Income Taxes: Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. | |
The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. | ||
Stock Based Compensation | Stock Based Compensation: The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. | |
Fair Value Measurement | Fair Value Measurements: Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 | Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 | Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | ||
Investments in Securities | Investments in Securities: Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee's Board of Directors, are considered in determining whether the equity method is appropriate. All other equity investments, which consist of investments for which the Company does not possess the ability to exercise significant influence, are accounted for under the mark to market method. Under the mark to market method of accounting, investments are marked to market, with unrealized gains and losses being excluded from earnings and reflected as a component of other comprehensive income. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: | |
Adopted: | ||
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. | ||
Not Yet Adopted: | ||
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Topic 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company is evaluating the effect, if any, adoption of ASU No. 2014-08 will have on its consolidated financial statements. | ||
In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2014-15 will have on its consolidated financial statements. | ||
In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company is evaluating the effect, if any, adoption of ASU No. 2014-17 will have on its consolidated financial statements. | ||
In January 2015, the FASB issued ASU 2015-01 Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company is evaluating the effect, if any, adoption of ASU No. 2015-01 will have on its consolidated financial statements. | ||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. | ||
Property_and_Equipment_Schedul
Property and Equipment: Schedule of Property and Equipment (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Property and Equipment | Property and equipment consists of the following: | ||||||
31-Dec-14 | 31-Dec-13 | ||||||
Office equipment | $ | 5,258 | $ | 5,258 | |||
Accumulated depreciation | (2,476 | ) | (2,224 | ) | |||
Property and equipment, net, before disposals | 2,782 | 3,034 | |||||
Less: disposal of equipment | (2,782 | ) | –– | ||||
Property and equipment, net | $ | –– | $ | 3,034 | |||
Intangible_Assets_Schedule_of_
Intangible Assets: Schedule of Intangible Assets (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Intangible Assets | Intangible assets consists of the following: | ||||||
31-Dec-14 | 31-Dec-13 | ||||||
Intellectual property, unencumbered | $ | 450,000 | $ | –– | |||
Accumulated amortization | (15,000 | ) | –– | ||||
Intellectual property, unencumbered, net | 435,000 | –– | |||||
Intellectual property, pledged to creditors | 1,567.06 | 1,567.06 | |||||
Accumulated amortization | (111,436 | ) | (6,965 | ) | |||
Intellectual property, pledged to creditors, net | $ | 1,455,624 | $ | 1,560,095 | |||
Notes_and_Loans_Payable_Schedu
Notes and Loans Payable: Schedule of Notes and Loans Payable (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Notes and Loans Payable | Notes and loans payable consists of the following: | ||||||
31-Dec-14 | 31-Dec-13 | ||||||
Loans payable | $ | 98,489 | $ | 147,437 | |||
Notes payable-short term | 125,000 | $ | 125,000 | ||||
Notes payable-short-term-convertible | 688,755 | –– | |||||
Total notes and loans payable-short term | 912,244 | 272,437 | |||||
Total notes payable-long term-convertible | –– | 500,000 | |||||
Total notes and loans payable | $ | 912,244 | $ | 772,437 |
Notes_and_Loans_Payable_Schedu1
Notes and Loans Payable: Schedule of Convertible Notes Payable (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Tables/Schedules | |||||
Schedule of Convertible Notes Payable | As of December 31, 2014, notes payable includes the following convertible promissory notes: | ||||
Principal | Interest Rate | Conversion Rate | Maturity Date | ||
$188,755 | 7% | $0.05 | 1 year from demand | ||
$500,000 | 5% | $0.25 | 12/31/15 |
Related_Party_Transactions_Sch
Related Party Transactions: Schedule of Related Party Transactions (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Related Party Transactions | Related party transactions consists of the following: | ||||||
31-Dec-14 | December 31, 2013 | ||||||
Notes payable-short-term | $ | 787,837 | $ | 1,563,438 | |||
Notes payable-long-term-senior | 2,000,000 | 2,000,000 | |||||
Less: unamortized discount | (341,221 | ) | (427,726 | ) | |||
Total long-term notes payable, senior, net of discount | 1,658,779 | 1,572,274 | |||||
Notes payable-long-term-subordinate | 449,583 | 222,067 | |||||
Total long-term notes payable | 2,108,362 | 1,794,341 | |||||
Total notes payable | 2,896,199 | 3,357,779 | |||||
Accrued compensation | 118,500 | 186,338 | |||||
Reimbursed expenses payable (receivable) | 179,081 | (33,039 | ) | ||||
Total related party payable | 297,581 | 153,299 | |||||
Total related party transactions | $ | 3,193,780 | $ | 3,511,078 |
Related_Party_Transactions_Sch1
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Tables/Schedules | ||||||
Schedule of Convertible Notes Payable-Related Party | Related party notes payable consists of the following convertible notes payable at December 31, 2014: | |||||
Description | Principal | Interest Rate | Conversion Rate | Maturity Date | ||
Note payable-long-term-senior | $ | 2,000,000 | 5% | $0.40 | 12/9/18 | |
Less: unamortized discount | (341,221 | ) | ||||
Note payable-long-term-senior, net of discount | 1,658,779 | |||||
Note payable-short term | 313,913 | 7% | $0.05 | 1 yr demand | ||
Note payable-short-term | 100,000 | 7% | $0.07 | 1 yr demand | ||
Note payable-short term | 373,924 | 5% | $0.05 | Funding | ||
Note payable-long-term | 449,583 | 5% | $0.25 | 12/31/17 | ||
Total | $ | 2,896,199 |
Warrants_and_Options_Outstandi
Warrants and Options: Outstanding and Exercisable Options (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Tables/Schedules | ||||||||||||
Outstanding and Exercisable Options | Outstanding and Exercisable Options | |||||||||||
Remaining | Exercise Price | |||||||||||
Exercise | Number of | Contractual Life | times Number | Weighted Average | ||||||||
Price | Shares | (in years) | of Shares | Exercise Price | ||||||||
$4.73 | 38,500 | 0.5 | $ | 182,105 | $3.70 | |||||||
$3.20 | 75,000 | 1.25 | 240,000 | $3.50 | ||||||||
$3.20 | 102,500 | 6.25 | 328,000 | $3.50 | ||||||||
$2.00 | 150,000 | 2 | 300,000 | $3.10 | ||||||||
366,000 | $ | 1,050,105 | $3.10 |
Warrants_and_Options_Schedule_
Warrants and Options: Schedule of Stock Options Activity (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Tables/Schedules | ||||||
Schedule of Stock Options Activity | ||||||
Options Activity | ||||||
Number | Weighted Average | |||||
Of Shares | Exercise Price | |||||
Outstanding at December 31, 2013 | 599,755 | $3.10 | ||||
Issued | –– | –– | ||||
Exercised | –– | –– | ||||
Expired / Cancelled | (233,755 | ) | $2.50 | |||
Outstanding at December 31, 2014 | 366,000 | $3.10 |
Acquisitions_Schedule_of_Reven
Acquisitions: Schedule of Revenue and Earnings of Acquiree (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Revenue and Earnings of Acquiree | |||||||
31-Dec-14 | 31-Dec-13 | ||||||
(audited) | |||||||
Revenues | $ | 259,520 | $ | 2,307 | |||
Net income (loss) | (751,330 | ) | (68,451 | ) | |||
Other comprehensive income (loss) | 4,314 | 178 |
Acquisitions_Schedule_of_Ident
Acquisitions: Schedule of Identified Assets Acquired and Liabilities Assumed (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Identified Assets Acquired and Liabilities Assumed | |||||||
17-Oct-14 | 31-Dec-13 | ||||||
Assets: | |||||||
Cash | $ | 3,037 | $ | 65,446 | |||
Accounts receivable | 2,569 | –– | |||||
Refunds and claims receivable | 15,138 | 27,895 | |||||
Related party receivable | –– | 82,800 | |||||
Property and equipment, net | –– | 1,009 | |||||
Intellectual property, net, unencumbered | 441,166 | –– | |||||
Intellectual property, net, pledged | 1,477,099 | 1,560,095 | |||||
1,939,009 | 1,737,245 | ||||||
Liabilities: | |||||||
Accounts payable | 75,661 | 17,127 | |||||
Intercompany advances | 54,147 | –– | |||||
Loans payable | 101,643 | 147,437 | |||||
Related party payables | 460,452 | 38,940 | |||||
Deferred revenue | 318,145 | –– | |||||
Note payable, related party, net of discount | 1,640,767 | 1,572,274 | |||||
2,650,815 | 1,775,778 | ||||||
Net assets acquired | $ | (711,806 | ) | (38,533 | ) | ||
Discontinued_Operations_Schedu
Discontinued Operations: Schedule of Discontinued Operations (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Tables/Schedules | ||||
Schedule of Discontinued Operations | ||||
As of December 31, 2013, the Company had the following assets and liabilities relating to its discontinued operations: | ||||
31-Dec-13 | ||||
Assets | ||||
Intercompany advances | $ | 72,302 | ||
Liabilities and accumulated deficit | ||||
Accounts payable and accrued expenses | $ | 154,999 | ||
Net assets of discontinued operations | $ | 82,697 | ||
The results of discontinued operations are summarized as follows: | ||||
Cumulative from | ||||
September 1, 2009 to | ||||
31-Dec-13 | ||||
Revenue | $ | 1,192,191 | ||
Cost of goods sold | 1,168,796 | |||
Gross profit | 23,395 | |||
General and administrative expenses | (91,200 | ) | ||
Interest expense | (15,192 | ) | ||
Gain on sale of equipment | 300 | |||
Net loss from discontinued operations | $ | (82,697 | ) | |
Income_Taxes_Schedule_of_Defer
Income Taxes: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Deferred Tax Assets | |||||||
31-Dec-14 | 31-Dec-13 | ||||||
Deferred tax assets: | |||||||
Continuing operations: | |||||||
Net operating loss carry forwards | $ | 3,863,000 | $ | 3,244,000 | |||
Less valuation allowance | (3,863,000 | ) | (3,244,000 | ) | |||
Net deferred tax asset - continuing operations | $ | –– | $ | –– | |||
Discontinued operations: | |||||||
Net operating loss carry forwards | $ | 25,000 | $ | 25,000 | |||
Less valuation allowance | (25,000 | ) | (25,000 | ) | |||
Net deferred tax asset - discontinued operations | $ | –– | $ | –– | |||
Income_Taxes_Schedule_of_Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Effective Income Tax Rate Reconciliation | |||||||
For the year ended | |||||||
31-Dec-14 | 31-Dec-13 | ||||||
Income (loss) before taxes: | |||||||
Continuing operations | $ | (1,920,226 | ) | $ | (1,502,463 | ) | |
Discontinued operations | –– | (4,010 | ) | ||||
Total income (loss) before taxes | (1,920,226 | ) | (1,506,473 | ) | |||
Statutory rate | 34% | 34% | |||||
Computed expected tax payable (recovery) | $ | 653,000 | $ | 513,000 | |||
Non-recognizable income (loss) | (34,000 | ) | 37,000 | ||||
Non-deductible expenses | –– | –– | |||||
Change in valuation allowance | (619,000 | ) | (550,000 | ) | |||
Reported income taxes | $ | –– | $ | –– | |||
Overview_Going_Concern_Details
Overview: Going Concern (Details) (USD $) | Dec. 31, 2014 |
Details | |
Accumulated Deficit | $11,695,730 |
Working Capital Deficit | $3,307,291 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Foreign Currency Translations (Details) (PearTrack Systems Group, Ltd. UK, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
PearTrack Systems Group, Ltd. UK | ||
Foreign Currency Exchange Differences | $4,314 | $178 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Comprehensive Income (Loss) Note (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Accumulated Other Comprehensive Income (Loss), before Tax | ($99,417) | $108,735 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies: Property and Equipment (Details) (Office Equipment) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum | |
Property, Plant and Equipment, Useful Life | 7 years |
Investment_in_Securities_Detai
Investment in Securities (Details) (Amazonas Florestal Ltd, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Amazonas Florestal Ltd | ||
Investment, Shares Held, Balance | 12,061,854 | 12,061,854 |
Investment, Shares Held, Fair Value | $16,887 | $120,619 |
Property_and_Equipment_Schedul1
Property and Equipment: Schedule of Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Office Equipment | $5,258 | $5,258 |
Accumulated Depreciation | -2,476 | -2,224 |
Property and Equipment, Net, Before Disposals | 2,782 | 3,034 |
Less: Disposal of Equipment | -2,782 | |
Property and Equipment, Net | $3,034 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Details | |
Loss on Disposal of Equipment | $2,782 |
Property_and_Equipment_Depreci
Property and Equipment: Depreciation Expense (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Depreciation Expense During Period | $252 | $600 |
Intangible_Assets_Schedule_of_1
Intangible Assets: Schedule of Intangible Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Intellectual Property, Unencumbered | $450,000 | |
Accumulated Amortization | -15,000 | |
Intellectual Property, Unencumbered, Net | 435,000 | |
Intellectual Property, Pledged To Creditors | 1,567.06 | 1,567.06 |
Accumulated Amortization | -111,436 | -6,965 |
Intellectual Property, Pledged To Creditors, Net | $1,455,624 | $1,560,095 |
Intangible_Assets_Amortization
Intangible Assets: Amortization Expense (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Amortization of Intangible Assets | $119,471 | $6,965 |
Deferred_Revenue_Details
Deferred Revenue (Details) (USD $) | 6 Months Ended |
Dec. 31, 2014 | |
Deferred Revenue, Ending Balance | $225,000 |
Service Agreement | |
Deferred Revenue, Beginning Balance | 450,000 |
Deferred Revenue, Revenue Recognized | 225,000 |
Deferred Revenue, Ending Balance | $225,000 |
Notes_and_Loans_Payable_Schedu2
Notes and Loans Payable: Schedule of Notes and Loans Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Loans Payable | $98,489 | $147,437 |
Notes Payable-Short Term | 125,000 | 125,000 |
Notes Payable-Short Term-Convertible | 688,755 | |
Total Notes and Loans Payable-Short Term | 912,244 | 272,437 |
Total Notes Payable-Long Term-Convertible | 500,000 | |
Total Notes and Loans Payable | $912,244 | $772,437 |
Notes_and_Loans_Payable_Intere
Notes and Loans Payable: Interest Rates (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Notes Payable, Interest Rate | 5.00% |
Maximum | |
Notes Payable, Interest Rate | 15.00% |
Notes_and_Loans_Payable_Schedu3
Notes and Loans Payable: Schedule of Convertible Notes Payable (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Convertible Note Payable, 7% | |
Convertible Notes Payable, Principal | $188,755 |
Convertible Notes Payable, Interest Rate | 7.00% |
Convertible Notes Payable, Conversion Price | 0.05 |
Convertible Notes Payable, Maturity | 1 year from demand |
Convertible Note Payable, 5% | |
Convertible Notes Payable, Principal | 500,000 |
Convertible Notes Payable, Interest Rate | 5.00% |
Convertible Notes Payable, Conversion Price | $0.25 |
Convertible Notes Payable, Maturity | 12/31/15 |
Notes_and_Loans_Payable_Activi
Notes and Loans Payable: Activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Notes Payable, Convertible | ||
Notes Payable, Convertible, New Issuance | $500,000 | |
Notes Payable, Convertible, New Issuance, Interest Rate | 5.00% | |
Notes Payable, Convertible, New Issuance, Maturity Date | 31-Dec-15 | |
Notes Payable, Convertible, New Issuance, Conversion Price | $0.25 | |
Notes Payable, Convertible, Modification, Increase in Principal | 570,114 | |
Notes Payable, Convertible, Modification, Conversion Rate | $0.05 | |
Notes Payable, Convertible, Conversion | 381,359 | |
Notes Payable, Convertible, Conversion, Shares Issued | 7,627,180 | |
Notes Payable, Convertible, Conversion, Principal Remaining | 188,755 | |
Loans Payable | ||
Loans Payable | $98,489 | $147,437 |
Notes_and_Loans_Payable_Accrue
Notes and Loans Payable: Accrued Interest (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Accrued Interest | $163,177 | $90,923 |
Related_Party_Transactions_Sch2
Related Party Transactions: Schedule of Related Party Transactions (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Notes Payable-Short-Term | $787,837 | $1,563,438 |
Notes Payable-Long-Term-Senior | 2,000,000 | 2,000,000 |
Less: Unamortized Discount | -341,221 | -427,726 |
Total Long-Term Notes Payable, Senior, Net of Discount | 1,658,779 | 1,572,274 |
Notes Payable-Long-Term-Subordinate | 449,583 | 222,067 |
Total Long-Term Notes Payable | 2,108,362 | 1,794,341 |
Total Notes Payable | 2,896,199 | 3,357,779 |
Accrued Compensation | 118,500 | 186,338 |
Reimbursable Expenses | 179,081 | -33,039 |
Total Related Party Payable | 297,581 | 153,299 |
Total Related Party Transactions | $3,193,780 | $3,511,078 |
Related_Party_Transactions_Sch3
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Convertible Notes Payable, Principal | $2,896,199 |
Note payable-long-term-senior | |
Convertible Notes Payable, Principal | 2,000,000 |
Convertible Notes Payable, Interest Rate | 5.00% |
Convertible Notes Payable, Conversion Price | 0.4 |
Convertible Notes Payable, Maturity | 12/9/18 |
Note payable-short term, 7% | |
Convertible Notes Payable, Principal | 313,913 |
Convertible Notes Payable, Interest Rate | 7.00% |
Convertible Notes Payable, Conversion Price | 0.05 |
Convertible Notes Payable, Maturity | 1 yr demand |
Note payable-short term, 7% | |
Convertible Notes Payable, Principal | 100,000 |
Convertible Notes Payable, Interest Rate | 7.00% |
Convertible Notes Payable, Conversion Price | 0.07 |
Convertible Notes Payable, Maturity | 1 yr demand |
Note payable-short term, 5% | |
Convertible Notes Payable, Principal | 373,924 |
Convertible Notes Payable, Interest Rate | 5.00% |
Convertible Notes Payable, Conversion Price | 0.05 |
Convertible Notes Payable, Maturity | Funding |
Note payable-long term, 5% | |
Convertible Notes Payable, Principal | 449,583 |
Convertible Notes Payable, Interest Rate | 5.00% |
Convertible Notes Payable, Conversion Price | $0.25 |
Convertible Notes Payable, Maturity | 12/31/17 |
Related_Party_Transactions_Int
Related Party Transactions: Interest Rates (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Convertible Notes Payable, Interest Rate | 5.00% |
Maximum | |
Convertible Notes Payable, Interest Rate | 7.00% |
Related_Party_Transactions_Con
Related Party Transactions: Conversion Prices (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Convertible Notes Payable, Conversion Price | $0.05 |
Maximum | |
Convertible Notes Payable, Conversion Price | $0.40 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Edward W. Withrow Jr. | ||
Convertible Note Payable, Date | 31-Dec-14 | |
Convertible Note Payable, Term (in years) | 2 | |
Convertible Note Payable, Interest Rate | 5.00% | |
Convertible Note Payable, Conversion Price | $0.25 | |
Convertible Note Payable, Compensation Converted to Principal | $189,583 | |
Huntington Chase Financial Group | ||
Convertible Note Payable, Date | 31-Dec-14 | |
Convertible Note Payable, Term (in years) | 2 | |
Convertible Note Payable, Conversion Price | $0.25 | |
Convertible Note Payable, Compensation Converted to Principal | 260,000 | |
Huntington Chase Financial Group-Ecologic Products Inc | ||
Convertible Note Payable, Date | 31-Dec-13 | |
Convertible Note Payable, Term (in years) | 1 | |
Convertible Note Payable, Interest Rate | 7.00% | |
Convertible Note Payable, Conversion Price | $0.07 | |
Convertible Note Payable, Principal | 153,912 | |
Convertible Note Payable, Modification, Accrued Interest Included | 27,368 | |
Convertible Note Payable, Accrued Interest | 38,143 | 27,368 |
Convertible Note Payable, 7% | ||
Convertible Note Payable, Date | 30-Sep-10 | |
Convertible Note Payable, Term (in years) | 1 | |
Convertible Note Payable, Interest Rate | 7.00% | |
Convertible Note Payable, Compensation Converted to Principal | 172,500 | |
Convertible Note Payable, Cash Loans | 213,859 | |
Convertible Note Payable, Modification, Increase in Principal | 780,000 | |
Convertible Note Payable, Modification, Assignment | 661,359 | |
Convertible Note Payable, Modification, Modified Principal | 160,000 | 906,359 |
Convertible Note Payable, Modification, Conversion Price, Original | $0.07 | |
Convertible Note Payable, Modification, Conversion Price, Revised | $0.05 | |
Convertible Note Payable, Modification, Assignment in Default | 100,000 | |
Convertible Note Payable, Modification, Assignment in Default, Interest | 3,671 | |
Convertible Note Payable, Conversion, Principal Converted | 445,000 | |
Convertible Note Payable, Conversion, Interest Converted | 112,661 | |
Convertible Note Payable, Conversion, Total Debt Converted | 557,661 | |
Convertible Note Payable, Conversion, Shares Issued | 11,153,232 | |
Convertible Note Payable, Accrued Interest | 5,416 | 77,696 |
Convertible Note Payable, 5%, Senior | ||
Convertible Note Payable, Date | 31-Dec-11 | |
Convertible Note Payable, Interest Rate | 5.00% | |
Convertible Note Payable, Compensation Converted to Principal | 30,000 | |
Convertible Note Payable, Modification, Increase in Principal | 623,091 | |
Convertible Note Payable, Modification, Modified Principal | 373,924 | 454,166 |
Convertible Note Payable, Modification, Conversion Price, Original | $0.07 | |
Convertible Note Payable, Modification, Conversion Price, Revised | $0.05 | |
Convertible Note Payable, Conversion, Principal Converted | 279,167 | |
Convertible Note Payable, Conversion, Interest Converted | 15,365 | |
Convertible Note Payable, Conversion, Total Debt Converted | 294,532 | |
Convertible Note Payable, Conversion, Shares Issued | 5,890,634 | |
Convertible Note Payable, Accrued Interest | 32,529 | 20,813 |
Convertible Note Payable, 5% | ||
Convertible Note Payable, Date | 15-Nov-13 | |
Convertible Note Payable, Maturity Date | 15-Nov-15 | |
Convertible Note Payable, Interest Rate | 5.00% | |
Convertible Note Payable, Compensation Converted to Principal | 150,000 | |
Convertible Note Payable, Modification, Conversion Price, Original | $0.08 | |
Convertible Note Payable, Modification, Conversion Price, Revised | $0.05 | |
Convertible Note Payable, Conversion, Principal Converted | 150,000 | |
Convertible Note Payable, Conversion, Interest Converted | 5,938 | |
Convertible Note Payable, Conversion, Total Debt Converted | 155,938 | |
Convertible Note Payable, Conversion, Shares Issued | 3,118,768 | |
Convertible Note Payable, Accrued Interest | 0 | 945 |
Convertible Note Payable, 5% | ||
Convertible Note Payable, Date | 15-Nov-13 | |
Convertible Note Payable, Maturity Date | 15-Nov-15 | |
Convertible Note Payable, Interest Rate | 5.00% | |
Convertible Note Payable, Compensation Converted to Principal | 72,067 | |
Convertible Note Payable, Modification, Increase in Principal | 116,067 | |
Convertible Note Payable, Modification, Conversion Price, Original | $0.08 | |
Convertible Note Payable, Modification, Conversion Price, Revised | $0.05 | |
Convertible Note Payable, Conversion, Principal Converted | 116,067 | |
Convertible Note Payable, Conversion, Interest Converted | 3,458 | |
Convertible Note Payable, Conversion, Total Debt Converted | 119,525 | |
Convertible Note Payable, Conversion, Shares Issued | 2,390,507 | |
Convertible Note Payable, Accrued Interest | 0 | 454 |
Convertible Note Payable, 5%, Senior, Secured | ||
Convertible Note Payable, Date | 9-Dec-13 | |
Convertible Note Payable, Term (in years) | 5 | |
Convertible Note Payable, Interest Rate | 5.00% | |
Convertible Note Payable, Principal | 2,000,000 | |
Convertible Note Payable, Discount | 427,726 | 432,940 |
Convertible Note Payable, Discount, Current Year Expense | 86,505 | 5,214 |
Convertible Note Payable, Discount, Balance Remaining | 341,221 | 427,726 |
Convertible Note Payable, Discount, Months Remaining | 35 | |
Convertible Note Payable, 7%, Assigned | ||
Convertible Note Payable, Date | 5-Jan-14 | |
Convertible Note Payable, Term (in years) | 1 | |
Convertible Note Payable, Interest Rate | 7.00% | |
Convertible Note Payable, Conversion Price | $0.07 | |
Convertible Note Payable, Principal | 100,000 | |
Convertible Note Payable, Accrued Interest | $4,932 |
Related_Party_Transactions_Emp
Related Party Transactions: Employment Agreement (Details) (Edward W. Withrow Jr., USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Edward W. Withrow Jr. | |
Employment Agreement, Date of Agreement | 4-Dec-13 |
Employment Agreement, Term (years) | 2 |
Employment Agreement, Annual Salary | $175,000 |
Employment Agreement, Restricted Stock Award | 1,000,000 |
Related_Party_Transactions_Con1
Related Party Transactions: Consulting Agreement (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Huntington Chase Financial Group | |
Consulting Agreement, Date of Agreement | 4-Dec-13 |
Consulting Agreement, Term (years) | 3 |
Consulting Agreement, Monthly Fee | $20,000 |
John D. Macey | |
Consulting Agreement, Date of Agreement | 9-Dec-13 |
Consulting Agreement, Term (years) | 2 |
Consultinmg Agreement, Annual Compensation | $60,000 |
Related_Party_Transactions_Sch4
Related Party Transactions: Schedule of Related Party Activity (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Due to Related Parties, Beginning of Period | $3,511,078 |
Increase (Decrease), Notes Payable | 872,508 |
Increase (Decrease), Discount Amortization | 86,505 |
Increase (Decrease), Conversion of Debt | -990,234 |
Increase (Decrease), Assignment/Reclassification | -430,359 |
Increase (Decrease), Accrued Compensation | -67,838 |
Increase (Decrease) During Period, Net | 317,298 |
Due to Related Parties, End of Period | 3,193,780 |
Loans Payable | |
Due to Related Parties, Beginning of Period | 3,357,779 |
Increase (Decrease), Notes Payable | 872,508 |
Increase (Decrease), Discount Amortization | 86,505 |
Increase (Decrease), Conversion of Debt | -990,234 |
Increase (Decrease), Assignment/Reclassification | -430,359 |
Increase (Decrease) During Period, Net | -461,580 |
Due to Related Parties, End of Period | 2,896,199 |
Accrued Compensation | |
Due to Related Parties, Beginning of Period | 186,338 |
Increase (Decrease), Accrued Compensation | 71,917 |
Increase (Decrease), Accrued Compensation, Assignment | -139,755 |
Increase (Decrease) During Period, Net | 67,838 |
Due to Related Parties, End of Period | 118,500 |
Reimburseable Expenses | |
Due to Related Parties, Beginning of Period | -33,039 |
Increase (Decrease), Reimbursed Expenses | 212,120 |
Increase (Decrease) During Period, Net | 212,120 |
Due to Related Parties, End of Period | 179,081 |
Accrued Interest | |
Due to Related Parties, Beginning of Period | 136,731 |
Increase (Decrease), Accrued Interest | 81,712 |
Increase (Decrease), Accrued Interest, Conversion | -137,423 |
Due to Related Parties, End of Period | $81,020 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Convertible Note Payable, Senior, Secured | |
Convertible Note Payable, Date | 9-Dec-13 |
Convertible Note Payable, Principal | $2,000,000 |
Convertible Note Payable, Principal Repayment, Level 1, Amount | 10.00% |
Convertible Note Payable, Principal Repayment, Level 1, Equity Investment | 2,100,000 |
Convertible Note Payable, Principal Repayment, Level 2, Amount | 250,000 |
Convertible Note Payable, Principal Repayment, Level 2, Retained Earnings | 1,500,000 |
Convertible Note Payable, Principal Repayment, Level 3, Amount | 250,000 |
Convertible Note Payable, Principal Repayment, Level 3, EBITDA | 3,000,000 |
License Agreement | |
License Agreement, Date | 30-Jun-14 |
License Agreement, License Fee | $450,000 |
License Agreement, Royalty, Percent | 12.00% |
Stockholders_Equity_Note_Discl1
Stockholders' Equity Note Disclosure: Authorized Shares (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Common Stock, shares authorized | 250,000,000 | 100,000,000 |
Common Stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 10,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Stockholders_Equity_Note_Discl2
Stockholders' Equity Note Disclosure: Reverse Stock Split (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Details | |
Common Stock, Reverse Stock Split, Ratio | 10-for-1 |
Common Stock, Reverse Stock Split, Shares Issued Before Split | 57,065,061 |
Common Stock, Reverse Stock Split, Shares Issued After Split | 5,706,506 |
Common Stock, Reverse Stock Split, Date | 17-Oct-14 |
Stockholders_Equity_Note_Discl3
Stockholders' Equity Note Disclosure: Activity (Details) (USD $) | Dec. 01, 2014 | Nov. 21, 2014 | Oct. 31, 2014 | Oct. 30, 2014 | Oct. 17, 2014 | Sep. 26, 2014 |
Common Stock, Value | ||||||
Common Stock, Issuance for Conversion of Third-Party Debt | $381,359 | |||||
Common Stock, Issuance for Conversion of Related Party Debt | 1,127,657 | |||||
Common Stock, Issuance for Consulting Services | 100,000 | |||||
Common Stock, Issuance for Consulting Services | 375,000 | 250,000 | ||||
Common Stock, Issuance For Cash | 49,500 | 25,000 | ||||
Common Stock, Cost Per Share | ||||||
Common Stock, Issuance for Conversion of Third-Party Debt | 0.05 | |||||
Common Stock, Issuance for Conversion of Related Party Debt | 0.05 | |||||
Common Stock, Issuance for Consulting Services | 0.001 | |||||
Common Stock, Issuance for Consulting Services | 0.1 | 0.001 | ||||
Common Stock, Issuance For Cash | 0.001 | 0.001 | ||||
Common Stock, Issuance for Consulting Services | 0.001 | |||||
Common Stock, Shares | ||||||
Common Stock, Issuance for Conversion of Third-Party Debt | 762,718 | |||||
Common Stock, Issuance for Conversion of Related Party Debt | 2,255,314 | |||||
Common Stock, Issuance Upon Merger | 51,358,555 | |||||
Common Stock, Issuance for Consulting Services | 400,000 | |||||
Common Stock, Issuance for Consulting Services | 750,000 | 1,000,000 | ||||
Common Stock, Issuance For Cash | 150,000 | 100,000 | ||||
Common Stock, Issuance for Consulting Services | 500,000 | |||||
Paid in Capital | ||||||
Common Stock, Issuance for Conversion of Third-Party Debt | 380,596 | |||||
Common Stock, Issuance for Conversion of Related Party Debt | 1,125,402 | |||||
Common Stock, Issuance Upon Merger | 51,359 | |||||
Common Stock, Issuance for Consulting Services | 99,600 | |||||
Common Stock, Issuance for Consulting Services | 373,750 | 249,000 | ||||
Common Stock, Issuance For Cash | 49,350 | 24,900 | ||||
Common Stock, Cash Received | ||||||
Common Stock, Issuance for Consulting Services | 400 | |||||
Common Stock, Issuance for Consulting Services | 75,500 | 1,000 | ||||
Common Stock, Issuance For Cash | 150 | 100 | ||||
Deferred Compensation | ||||||
Common Stock, Issuance for Consulting Services | -99,600 | |||||
Common Stock, Issuance for Consulting Services | ($299,500) | ($249,000) |
Stockholders_Equity_Note_Discl4
Stockholders' Equity Note Disclosure: Summary of Deferred Stock Compensation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Deferred Compensation, Current Period Amortization | $272,179 | $70,417 |
Deferred Compensation, Balance | $675,504 | $239,583 |
Deferred Compensation, Amortization Period, Months | 23 |
Stockholders_Equity_Note_Discl5
Stockholders' Equity Note Disclosure (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Common Stock, Shares Outstanding | 59,965,061 | 2,688,474 |
Warrants_and_Options_Summary_D
Warrants and Options: Summary (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Details | |
Stock Options, Beginning | 599,755 |
Stock Options, Shares Expired | 228,755 |
Stock Options, Shares Cancelled | 5,000 |
Stock Options, Ending | 366,000 |
Warrants_and_Options_Schedule_1
Warrants and Options: Schedule of Options Outstanding (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Stock Options, Number of Outstanding Options | 366,000 |
Stock Options, Exercise Price x Shares | $1,050,105 |
Stock Options, Weighted Average Exercise Price | $3.10 |
$0.47 | |
Stock Options, Number of Outstanding Options | 38,500 |
Stock Options, Remaining Contractual Term | 6 months |
Stock Options, Exercise Price x Shares | 182,105 |
Stock Options, Weighted Average Exercise Price | $3.70 |
$0.32 | |
Stock Options, Number of Outstanding Options | 75,000 |
Stock Options, Remaining Contractual Term | 1 year 3 months |
Stock Options, Exercise Price x Shares | 240,000 |
Stock Options, Weighted Average Exercise Price | $3.50 |
$0.32 | |
Stock Options, Number of Outstanding Options | 102,500 |
Stock Options, Remaining Contractual Term | 6 years 3 months |
Stock Options, Exercise Price x Shares | 328,000 |
Stock Options, Weighted Average Exercise Price | $3.50 |
$0.20 | |
Stock Options, Number of Outstanding Options | 150,000 |
Stock Options, Remaining Contractual Term | 2 years |
Stock Options, Exercise Price x Shares | $300,000 |
Stock Options, Weighted Average Exercise Price | $3.10 |
Warrants_and_Options_Schedule_2
Warrants and Options: Schedule of Options Activity (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Details | |
Stock Options, Beginning | 599,755 |
Stock Options, Weighted Average Exercise Price, Beginning | $3.10 |
Stock Options, Expired/Cancelled | -233,755 |
Stock Options, Weighted Average Exercise Price, Expired/Cancelled | $2.50 |
Stock Options, Ending | 366,000 |
Stock Options, Weighted Average Exercise Price, Ending | $3.10 |
Warrants_and_Options_Deferred_
Warrants and Options: Deferred Stock Option Compensation (Details) (Chief Executive Officer, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Chief Executive Officer | ||
Deferred Compensation, Current Period Expense | $60,000 | $60,000 |
Deferred Compensation, To Be Amortized | $0 | $60,000 |
Restricted_Stock_Awards_Detail
Restricted Stock Awards (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Restricted Stock Award, Units Awarded | 1,000,000 | |
Restricted Stock Award, Value | $250,000 | |
Restricted Stock Award, Deferred Compensation | 239,583 | 250,000 |
Restricted Stock Award, Deferred Compensation, Current Period Expense | 125,000 | 10,417 |
Restricted Stock Award, Deferred Compensation, To Be Expensed | $114,583 | $239,583 |
Acquisitions_Details
Acquisitions (Details) (PearTrack Systems Group Ltd, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
PearTrack Systems Group Ltd | |
Business Acquisition, Date | 17-Oct-14 |
Business Acquisition, Name of Acquired Entity | PearTrack Systems Group, Inc. |
Business Acquisition, Shares Issued to Acquiree | 51,358,555 |
Business Acquisition, Shares Issued to Acquiree, Percentage of Acquirer | 90.00% |
Business Acquisition, Shares Issued to Acquiree, Basis | 5.13586 for 1 |
Business Acquisition, Shares Issued to Acquiree, Fair Value | $28,247,205 |
Business Acquisition, Shares Issued to Acquiree, Fair Value, Per Share | $0.55 |
Business Acquisition, Effects on Goodwill | . No change in control took place and no goodwill has been recognized as a result of the merger. |
Business Acquisition, Date of Combined Entities | 7-Dec-13 |
Acquisitions_Schedule_of_Reven1
Acquisitions: Schedule of Revenue and Earnings of Acquiree (Details) (PearTrack Systems Group Ltd, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
PearTrack Systems Group Ltd | ||
Revenues | $259,520 | $2,307 |
Net Income (Loss) | -751,330 | -68,451 |
Other Comprehensive Income (Loss) | $4,314 | $178 |
Acquisitions_Schedule_of_Ident1
Acquisitions: Schedule of Identified Assets Acquired and Liabilities Assumed (Details) (PearTrack Systems Group Ltd, USD $) | Oct. 17, 2014 | Dec. 31, 2013 |
PearTrack Systems Group Ltd | ||
Cash | $3,037 | $65,446 |
Accounts Receivable | 2,569 | |
Refunds and Claims Receivable | 15,138 | 27,895 |
Related Party Receivable | 82,800 | |
Property and Equipment, Net | 1,009 | |
Intellectual Property, Net, Unencumbered | 441,166 | |
Intellectual Property, Net, Pledged | 1,477,099 | 1,560,095 |
Total Assets | 1,939,009 | 1,737,245 |
Accounts Payable | 75,661 | 17,127 |
Intercompany Advances | 54,147 | |
Loans Payable | 101,643 | 147,437 |
Related Party Payables | 460,452 | 38,940 |
Deferred Revenue | 318,145 | |
Note Payable, Related Party, Net of Discount | 1,640,767 | 1,572,274 |
Total Liabilities | 2,650,815 | 1,775,778 |
Net Assets Acquired | ($711,806) | ($38,533) |
Discontinued_Operations_Detail
Discontinued Operations (Details) (Park N Fly, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Park N Fly | |
Discontinued Operations, Accumulated Deficit | $82,697 |
Discontinued_Operations_Net_As
Discontinued Operations: Net Assets-Park N Fly (Details) (Park N Fly, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Park N Fly | |
Discontinued Operations, Intercompany Advances | $72,302 |
Discontinued Operations, Accounts Payable | 154,999 |
Discontinued Operations, Net Assets | $82,697 |
Discontinued_Operations_Cumula
Discontinued Operations: Cumulative Earnings (Loss)-Park N Fly (Details) (Park N Fly, USD $) | 52 Months Ended |
Dec. 31, 2013 | |
Park N Fly | |
Discontinued Operations, Revenue | $1,192,191 |
Discontinued Operations, Cost of Goods Sold | 1,168,796 |
Discontinued Operations, Gross Profit | 23,395 |
Discontinued Operations, General and Administrative Expenses | -91,200 |
Discontinued Operations, Interest Expense | -15,192 |
Discontinued Operations, Gain on Sale of Equipment | 300 |
Discontinued Operations, Net Loss | ($82,697) |
Income_Taxes_Schedule_of_Defer1
Income Taxes: Schedule of Deferred Tax Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Continuing Operations | ||
Net Operating Loss Carryforward | $3,863,000 | $3,244,000 |
Less: Valuation Allowance | -3,863,000 | -3,244,000 |
Discontinued Operations | ||
Net Operating Loss Carryforward | 25,000 | 25,000 |
Less: Valuation Allowance | ($25,000) | ($25,000) |
Income_Taxes_Schedule_of_Effec1
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Net Loss, Continuing Operations | ($1,920,226) | ($1,502,463) |
Net Loss, Discontinued Operations | -4,010 | |
Total Income (Loss) Before Taxes | -1,920,226 | -1,506,473 |
Statutory Rate | 34.00% | 34.00% |
Computed Tax Payable (Recovery) | 653,000 | 513,000 |
Non-Recognizable Income (Loss) | -34,000 | 37,000 |
Change In Valuation Allowance | ($619,000) | ($550,000) |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Increase in Valuation Allowance | $619,000 | $550,000 |
Internal Revenue Service (IRS) | ||
Operating Loss Carryforwards | 11,435,000 | |
Operating Loss Carryforwards, Expiration Date | 1-Jan-29 | |
Operating Loss Carryforwards, Annual Limitation | 67,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards | $9,408,000 |
Subsequent_Events_Related_Part
Subsequent Events: Related Party Transactions (Details) (Related Party Activity, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Activity | |
Due to Related Parties, Beginning of Period | $3,193,780 |
Increase (Decrease), Accrued Compensation | 178,749 |
Increase (Decrease), Discount Amortization | 21,330 |
Increase (Decrease), Reimb Expenses | -8,523 |
Increase (Decrease) During Period, Net | 208,603 |
Due to Related Parties, End of Period | $3,402,383 |
Subsequent_Events_Related_Part1
Subsequent Events: Related Party Loans, Interest Rates (Details) (Related Party Activity) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Related Party Transaction, Rate | 5.00% |
Maximum | |
Related Party Transaction, Rate | 7.00% |
Subsequent_Events_Related_Part2
Subsequent Events: Related Party Loans, Conversion Price (Details) (Related Party Activity, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Convertible Notes Payable, Conversion Price Range | $0.05 |
Maximum | |
Convertible Notes Payable, Conversion Price Range | $0.40 |
Subsequent_Events_License_Agre
Subsequent Events: License Agreement (Details) (Amendment to License Agreement, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Amendment to License Agreement | |
License Agreement, Amendment, Date | 9-Mar-15 |
License Agreement, Date | 21-Jan-15 |
License Agreement, Amendment, Shares Issued | 5,706,506 |
License Agreement, Amendment, Shares Issued, Per Share | $0.00 |
License Agreement, Amendment, Shares Issued, Value | 1,711,952 |
License Agreement, Amendment, Shares Issued, Cash Paid | 5,707 |
License Agreement, Amendment, Shares Issued, Paid In Capital | $1,706,245 |
Subsequent_Events_Stock_Purcha
Subsequent Events: Stock Purchase Agreement (Details) (Stock Purchase Agreement, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Stock Purchase Agreement | |
Stock Purchase Agreement, Date | 15-Mar-15 |
Stock Purchase Agreement, Shares Issued | 1,883,147 |
Stock Purchase Agreement, Shares Issued, Per Share | $0.02 |
Stock Purchase Agreement, Shares Issued, Value | $564,944 |
Stock Purchase Agreement, Shares Issued, Cash Paid | 37,663 |
Stock Purchase Agreement, Shares Issued, Paid in Capital | $563,061 |