Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | PearTrack Security Systems, Inc. | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Trading Symbol | ptss | |
Amendment Flag | false | |
Entity Central Index Key | 1,379,245 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 69,516,089 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 3,990,072 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 14,769 | $ 64,753 |
Accounts receivable | 296 | |
Refunds and claims receivable | 15,892 | |
Prepaid expenses | 806 | 716 |
Total current assets | 15,871 | 81,361 |
Investment in securities | 1,206,185 | 16,887 |
Property and equipment, net | 2,126 | |
Intangible assets, unencumbered, net | 1,988,875 | 435,000 |
Intangible assets, pledged to creditors, net | 1,351,152 | 1,455,624 |
Other assets | 6,447 | 6,447 |
TOTAL ASSETS | 4,570,656 | 1,995,319 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,272,819 | 1,165,990 |
Deferred revenue | 225,000 | 225,000 |
Related party payables | 262,627 | 297,581 |
Notes payable-short term convertible-related party | 787,837 | 787,837 |
Notes payable-short term-other | 858,360 | 912,244 |
Total current liabilities | 3,406,643 | 3,388,652 |
Long-term liabilities | ||
Notes payable-long term convertible-related party, net of unamortized discount | 2,753,530 | 2,108,362 |
Total long-term liabilities | 2,753,530 | 2,108,362 |
Total liabilities | $ 6,160,173 | $ 5,497,014 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, none issued and outstanding | ||
Common stock, $0.001 par value, 250,000,000 shares authorized, 69,516,089 and 59,965,061 shares issued and outstanding as of December 31, 2015 and 2014, respectively | $ 69,516 | $ 59,965 |
Additional paid in capital | 10,920,448 | 8,126,703 |
Subscription receivable | (100) | (1,600) |
Accumulated deficit | (13,780,583) | (11,695,730) |
Accumulated comprehensive income (loss) | 1,201,202 | 8,967 |
Total stockholders' deficit | (1,589,517) | (3,501,695) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 4,570,656 | $ 1,995,319 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Stock: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Common Stock, shares issued | 69,516,089 | 59,965,061 |
Common Stock, shares outstanding | 69,516,089 | 59,965,061 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income from operations: | ||
Revenue | $ 6,648 | $ 264,895 |
Cost of sales | 9,090 | 23,253 |
Gross profit | (2,442) | 241,642 |
General and administrative expenses | 1,847,570 | 1,885,669 |
Operating loss | (1,850,012) | (1,644,027) |
Other income (expenses): | ||
Interest income | 2 | |
Refunds and claims | 71,149 | |
Interest expense | (234,922) | (245,151) |
Loss on disposal of asset | (2,782) | |
Realized gain on currency translation | 81 | |
Total other income (expenses) | (234,841) | (176,782) |
Net loss | (2,084,853) | (1,820,809) |
Comprehensive income (loss): | ||
Loss on foreign currency exchange | 2,937 | 4,314 |
Unrealized gain (loss) on securities | 1,189,298 | (103,731) |
Net comprehensive income (loss) | 1,192,235 | (99,417) |
Net loss and comprehensive income (loss) | $ (892,618) | $ (1,920,226) |
Net loss per share-basic and diluted | $ (0.03) | $ (0.13) |
Weighted average common shares outstanding, basic and diluted | 67,572,526 | 14,439,419 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock | Paid in Capital | Subscriptions Receivable | Accuimulated Deficit | Accuimulated Comprehensive Income (loss) | Total |
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 | |||||
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 | |||||
Issuance of common stock upon merger, Value | $ 51,359 | (51,359) | 0 | |||
Issuance of common stock upon merger, Shares | 51,358,555 | |||||
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 | |||||
Subscriptions received | 75,555 | 75,555 | ||||
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 | ||||
Net income (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 | |||||
Conversion of third party debt, Value | $ 61 | 61,314 | 61,375 | |||
Conversion of third party debt, Shares | 61,375 | |||||
Beneficial conversion feature of related party convertible debt | 20,750 | 20,750 | ||||
Issuance of common stock for services, Value | $ 250 | (250) | ||||
Issuance of common stock for services, Shares | 250,000 | |||||
Issuance of common stock for cash, Value | $ 3,533 | 409,280 | (37,813) | 375,000 | ||
Issuance of common stock for cash, Shares | 3,533,147 | |||||
Issuance of common stock for IP rights, Value | $ 5,707 | 1,706,245 | (5,707) | 1,706,245 | ||
Issuance of common stock for IP rights, Shares | 5,706,506 | |||||
Cash received from subsidiary | 674 | 674 | ||||
Subscriptions received | 45,270 | 45,270 | ||||
Amortization of deferred compensation | 480,898 | 480,898 | ||||
Amortization of restricted stock award | 114,584 | 114,584 | ||||
Net income (loss ) | (2,084,853) | 1,192,235 | (892,618) | |||
Period Increase (Decrease), Value | $ 9,551 | 2,793,745 | 1,500 | (2,084,853) | 1,192,235 | 1,912,178 |
Period Increase (Decrease), Shares | 9,551,028 | |||||
Stockholders Equity, Value at Dec. 31, 2015 | $ 69,516 | $ 10,920,448 | $ (100) | $ (13,780,583) | $ 1,201,202 | $ (1,589,517) |
Stockholders Equity, Shares at Dec. 31, 2015 | 69,516,089 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss and comprehensive income (loss) | $ (892,618) | $ (1,920,226) |
Comprehensive income (loss) | 1,192,235 | (99,417) |
Net loss | (2,084,853) | (1,820,809) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of deferred stock compensation | 595,481 | 346,429 |
Accruals converted to related party loans | 572,496 | 833,626 |
Depreciation and amortization | 257,078 | 119,723 |
Discount amortization | 93,422 | 86,505 |
Loss on disposal of asset | 2,782 | |
Changes in operating assets and liabilties: | ||
(Increase) decrease in accounts receivable | (296) | |
(Increase) decrease in refunds and claims receivable | 15,892 | 12,003 |
(Increase) in prepaid expenses | (90) | (716) |
(Increase) decrease in other assets | (647) | |
Increase in accounts payable and accrued expenses | 168,457 | 291,572 |
Increase in deferred revenue | 225,000 | |
Decrease in related party payables | (34,455) | 322,918 |
Net cash provided by (used in) operating activities | (416,868) | 418,386 |
Cash flows from investing activities: | ||
Cash received from subsidiary | 674 | |
Purchase of office equipment | (2,362) | |
Purchase of intellectual property | (450,000) | |
Net cash provided by (used in) investing activities | (1,688) | (450,000) |
Cash flows from financing activities: | ||
Repayment of loans payable | (53,884) | (48,948) |
Proceeds from issuance of common stock | 418,519 | 75,550 |
Subscriptions received | 1,000 | 5 |
Net cash provided by financing activities | 365,635 | 26,607 |
Effect of exchange rate changes | 2,937 | 4,314 |
Net increase (decrease) in cash | (49,984) | (693) |
Cash - beginning of period | 64,753 | 65,446 |
Cash - end of period | 14,769 | 64,753 |
NONCASH ACTIVITIES | ||
Change from related party debt to non-related party debt | 188,755 | |
Common stock subscriptions receivable | 100 | 1,600 |
Conversion of debt into common stock | 61,375 | 1,509,016 |
Conversion of related party payable to related party convertible note payable | $ 572,496 | 872,508 |
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, 2015 | |
Notes | |
Overview | NOTE 1. OVERVIEW PearTrack Security · · Through the subsidiaries, 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 ® ® 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. On January 21, 2015, the "Company executed an Assignment and Licensed Rights Agreement (the “Agreement”) with PearLoxx Limited (“PearLoxx”) dated December 19, 2014, for the exclusive license in perpetuity of certain patented intellectual property (the “Licensed Property”). As consideration, the Company shall pay PearLoxx a percentage of gross receipts generated from the sale of the Licensed Property. On March 9, 2015, the Company amended the License Agreement to include, among other things, as part of the consideration for the Licensed Product, the right for PearLoxx to purchase 5,706,506 shares of the Company’s common stock, valued at $1,711,952, for cash in the amount of $5,707. On February 20, 2015, Mr. Philip J. Woolas was appointed as a Board member, to serve until the next annual meeting of the shareholders and/or until his successor is duly appointed. On October 22, 2015, the Company accepted the resignation of Mr. Paul Bernhard Burke as a member of the board of directors. This resignation did not involve any disagreement with the Company. On November 5, 2015, Mr. Edward W. Withrow III resigned as Chairman and member of the board of directors. This resignation did not involve any disagreement with the Company. Mr. E. William Withrow Jr., currently President and Chief Executive Officer and a board member, succeeded him to serve as Interim Executive Chairman until the next annual meeting of the shareholders and/or until his successor is duly appointed. On November 5, 2015, the Company accepted the resignation of Mr. Arran de Moubray as a member of the board of directors. This resignation did not involve any disagreement with the Company. Going Concern The Company has incurred losses since inception resulting in an accumulated deficit of $13,780,583, and a working capital deficit of $3,390,772, 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s fiscal year end is December 31. Principles of Consolidation Cash and Cash Equivalents Foreign Currency Translation 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, 2015 and 2014, exchange differences of $3,018 and $4,314, respectively, have been accumulated. Use of Estimates Net Income (Loss) Per Common Share Comprehensive Income (Loss) Revenue Recognition Revenue Recognition The Company has limited continuing revenue from customer contracts for its PearTrack tracking system. In addition, the Company provides consulting services as an additional revenue source. Property and Equipment Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of Due to the Company’s recurring losses, its intellectual properties were evaluated for impairment. As of December 31, 2015, the Company has determined that expected future cash flows were sufficient for recoverability of the assets. Income Taxes 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 Share-Based Payments Fair Value Measurements Fair Value Measurements and Disclosures Financial Instruments 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 Recent Accounting Pronouncements 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 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. The adoption of this update did not have a material impact 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 adoption of this update did not have a material impact 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 adoption of this update did not have a material impact 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 adoption of this update did not have a material impact on its consolidated financial statements. Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606). The objective of ASU No. 2014-08 is to clarify the principles for recognizing revenue and to develop a common revenue standard for US GAAP and IFRS. The FASB created a new Topic 606, and IASB is issuing IFRS 15, to meet the joint objectives regarding revenue recognition. The guidance in this Update affects any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The guidance in this Update supersedes the revenue recognition requirements in Topic 605, and most industry-specific guidance, as well as certain requirements contained within Topic 350 and Topic 360. The standard is required to be adopted by public business entities in annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is not permitted. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 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, 2015 | |
Notes | |
Investment in Securities | NOTE 3. INVESTMENT IN SECURITIES As of December 31, 2015 and 2014, the Company held 12,061,854 shares of Amazonas Florestal, Ltd. (“AZFL”) common stock (the “AZFL Shares”) with a fair value of $1,206,185 and $16,887, 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, 2015 | |
Notes | |
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following: December 31, 2015 December 31, 2014 Office equipment $ 2,362 $ 5,258 Accumulated depreciation (236 ) (2,476 ) Property and equipment, net, before disposals 2,126 2,782 Less: disposal of equipment –– (2,782 ) Property and equipment, net $ 2,126 $ –– 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 $236 and $252 for the year ended December 31, 2015 and 2014, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS Intangible assets consists of the following: December 31, 2015 December 31, 2014 Intellectual property, unencumbered $ 2,156,245 $ 450,000 Accumulated amortization (167,370 ) (15,000 ) Intellectual property, unencumbered, net 1,988,875 435,000 Intellectual property, pledged to creditors 1,567.060 1,567.060 Accumulated amortization (215,908 ) (111,436 ) Intellectual property, pledged to creditors, net $ 1,351,152 $ 1,455,624 Amortization expense totaled $256,842 and $119,471 for the year ended December 31, 2015 and 2014, respectively. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2015 | |
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 was for a term of twelve (12) months commencing June 30, 2014, and included compensation of $450,000, which the Company has received in full.. During the year ended December 31, 2014, the Company recognized $225,000 as revenues earned. Due to certain circumstances beyond the Company's control, the Company is unable to provide the remaining services contracted under the Service Agreement. As a result, the Company has deferred the balance of consulting fees received in the amount of $225,000 until such time as it is given approval to continue its services under the Service Agreement. |
Notes and Loans Payable
Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Notes and Loans Payable | NOTE 7. NOTES AND LOANS PAYABLE Notes and loans payable consists of the following: December 31, 2015 December 31, 2014 Loans payable $ 52,169 $ 98,489 Notes payable-short term 125,000 125,000 Notes payable-short-term-convertible 688,755 688,755 Total notes and loans payable $ 865,924 $ 912,244 Notes payable consists of unsecured promissory notes issued in the principal sum of $865,924 and $912,244 as of December 31, 2015 and 2014, 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, 2015, 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 12/31/2015 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, 2015 and 2014, respectively, $52,169 and $98,489 is outstanding, and no demand has been made. As of December 31, 2015 and 2014, interest in the amount of $228,390 and $163,177, 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, 2015 | |
Notes | |
Related Party Transactions | NOTE 8. RELATED PARTY TRANSACTIONS Related party transactions consists of the following: December 31 2015 December 31, 2014 Notes payable-short-term $ 787,837 $ 787,837 Notes payable-long-term-senior 2,000,000 2,000,000 Less: unamortized discount (254,716 ) (341,221 ) Total long-term notes payable, senior, net of discount 1,745,284 1,658,779 Notes payable-long-term-subordinate 1,022,079 449,583 Less: unamortized discount (13,834 ) –– Total long-term notes payable, subordinate, net of discount 1,008,245 449,583 Total long-term notes payable 2,753,529 2,108,362 Total notes payable 3,541,366 2,896,199 Accrued compensation 206,550 118,500 Reimbursed expenses payable 56,300 179,081 Total related party payable 262,850 297,581 Total related party transactions $ 3,804,216 $ 3,193,780 Related party notes payable consists of the following convertible notes payable at December 31, 2015: Description Principal Interest Rate Conversion Rate Maturity Date Note payable-long-term-senior $ 2,000,000 5% $0.40 12/09/2018 Less: unamortized discount (254,716 ) Note payable-long-term-senior, net of discount 1,745,284 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, net of discount 1,008,245 4%-5% $0.25 12/31/2017 Total $ 3,541,366 All outstanding related party notes payable bear interest at the rate of between 4% 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 in the principal sum of $28,912. Modifications to the note have been made through December 31, 2015, to adjust the principal balance owing to $160,000 at December 31, 2015. 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 conversion strike price of $0.05 per share. Interest in the amount of »$16,616 and $5,416, respectively, has been accrued as of December 31, 2015 and 2014, 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 . Modifications to the note were made through December 31, 2014, to adjust the principal balance owing to $373,924 . 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 at a conversion strike price of $0.05 per share. On December 4, 2013 , the Company, through its 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 the Agreement in the amount of A certain portion of the principal in the amount of $43,749, if converted at the conversion price of $0.25, would result in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate has been reclassified as a discount on the note in the amount of $8,750 . During the year ended December 31, 2015, the Company expensed $2,917 in discount amortization. As of December 31, 2015, $5,833 of unamortized discount remains, to be amortized over the next twelve ( 12 ) months. 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 the consulting agreement in the amount of $260,000 . A certain portion of the principal in the amount of $60,000, if converted at the conversion price of $0.25, would result in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate has been reclassified as a discount on the note in the amount of $12,000 . During the year ended December 31, 2015, the Company expensed $4,000 in discount amortization. As of December 31, 2015, $8,000 of unamortized discount remains, to be amortized over the next twelve ( 12 ) months. 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. During the years ended December 31, 2015 and 2014, the Company has amortized $86,505 and $86,505, respectively, as interest expense. There remains $254,716 and $341,221 in unamortized discount as of December 31, 2015 and 2014, respectively, to be expensed over the next 23 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 $48,916 and $38,143 has been accrued as of December 31, 2015 and 2014, 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 $9,932 and $4,932 has been accrued as of December 31, 2015 and 2014, and is included as part of accrued expenses on the accompanying balance sheets. On December 1, 2014 , the Company entered into an Employment Agreement with John D. Macey, a board member, to serve as Chief Technology Officer. The employment agreement is for a term of two ( 2 ) years, and provides for compensation of $198,000 per year. On December 31, 2015 , the Company issued a convertible promissory note in the principal amount of $214,500 for unpaid compensation owing under this agreement. The note bears interest at a rate of 4% 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, 2015. As at December 31, 2015 and 2014, respectively, affiliates and related parties are due a total of $3,804,216 and $3,193,780, which is comprised of loans to the Company of $3,541,366 and $2,896,199, accrued compensation of $206,550 and $118,500, and reimbursed expenses of $56,300 and $179,081, for a net increase of $610,436. During the year ended December 31, 2015, loans to the Company increased by $645,167, unpaid compensation increased by $88,050 and reimbursable expenses decreased by -$122,781. The Company’s increase in loans to the Company of $645,167 is due to an increase convertible notes payable of $572,496 resulting from unpaid compensation owed to related parties; and a decrease in unamortized discount of $72,671, which has been expensed in the current year; The Company’s increase in unpaid compensation of $88,050 is due to an increase in unpaid compensation of $660,546 due to related parties, of which -$572,496 was converted into convertible notes payable. The Company’s expenses reimbursable to related parties decreased by -$122,781 during the year ended December 31, 2015 and increase by $212,120 during the year ended December 31, 2014. During the year ended December 31, 2015 and 2014, accrued interest increased by $71,848 and $81,712, respectively. As of December 31, 2015 and 2014, accrued interest payable to related parties was $152,868 and $81,020, 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, 2015 | |
Notes | |
Commitments and Contingencies | NOTE 9. COMMITMENTS AND CONTINGENCIES On December 9, 2013, the Company, through its 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, 2015, the Company has not commenced sales of the Licensed Product. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Capital Stock | NOTE 10. CAPITAL STOCK The total number of authorized shares of common stock that may be issued by the Company is 250,000,000 shares with a par value of $0.001; and the total number of authorized preferred stock is 25,000,000 shares with a par value of $0.001. On January 5, 2015, in connection with a certain consulting agreement, the Company granted a consultant the right to purchase 250,000 shares of its restricted common stock at $0.001 per share. The shares, valued at $57,500 , were purchased for cash in the amount of $250 . As a result, $57,250 has been recorded to deferred compensation, to be amortized over a twelve (12) month period. On March 9, 2015, in connection with a certain Assignment and License Agreement, the Company granted 5,706,506 shares of restricted common stock to be purchased 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, 1,883,147 shares of the CompanyÂ’s restricted common stock were purchased at $0.02 per share, for cash in the amount of $37,663 . As a result, $35,780 has been recorded to additional paid in capital. On May 1, 2015, in connection with a certain stock purchase agreement, 1,000,000 shares of the CompanyÂ’s restricted common stock were purchased at $0.25 per share, for cash in the amount of $250,000 . As a result, $249,000 has been recorded to additional paid in capital. On May 1, 2015, in connection with a certain stock purchase agreement, 150,000 shares of the CompanyÂ’s restricted common stock were purchased at $0.001 per share, for cash in the amount of $150 . As a result, $150 has been recorded to additional paid in capital. On May 8, 2015, in connection with a certain stock purchase agreement, 500,000 shares of the CompanyÂ’s restricted common stock were purchased at $0.25 per share, for cash in the amount of $125,000 . As a result, $124,500 has been recorded to additional paid in capital. On December 31, 2015 in connection with a certain Notice to Convert received from a non-related party, $61,375 in debt was converted at a price of $1.00 per share into 61,375 restricted shares of the CompanyÂ’s common stock. During the years ended December 31, 2015 and 2014, respectively, a total of $595,481 and $272,179 in deferred stock compensation was expensed. Deferred stock compensation expense of $137,273 and $675,504 remained at December 31, 2015 and 2014, respectively, to be amortized over the next eleven (11) months. As of December 31, 2015 and 2014, respectively, the Company had 69,516,089 and 59,965,061 shares of common stock issued and outstanding. |
Warrants and Options
Warrants and Options | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Warrants and Options | NOTE 11. WARRANTS AND OPTIONS As of December 31, 2015 and 2014, respectively, the Company has no warrants and 327,500 and 366,000 options issued and outstanding. Outstanding and Exercisable Options Remaining Exercise Price Number of Contractual Life times Number Weighted Average Exercise Price Shares (in years) of Shares Exercise Price $3.20 75,000 0.25 $ 240,000 $3.50 $3.20 102,500 5.25 328,000 $3.50 $2.00 150,000 1.00 300,000 $3.10 327,500 $ 868,000 $3.10 Options Activity Number Weighted Average Of Shares Exercise Price Outstanding at December 31, 2014 366,000 $3.10 Issued –– –– Exercised –– –– Expired / Cancelled (38,500 ) $4.73 Outstanding at December 31, 2015 327,500 $3.10 During the year ended December 31, 2015 and 2014, respectively, the Company expensed a total of $0 and $60,000 in stock option compensation. There remains no deferred stock option compensation at December 31, 2015 and 2014, respectively. |
Restricted Stock Awards
Restricted Stock Awards | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Restricted Stock Awards | NOTE 12. RESTRICTED STOCK AWARDS As of December 31, 2015, the Company has awarded a total of 1,000,000 Restricted Stock Units. During the years ended December 31, 2015 and 2014, respectively, the Company expensed $114,583 and $125,000 in deferred compensation. There remained $0 and $114,583 in deferred compensation at December 31, 2015 and 2014, respectively. |
Income Tax Disclosure
Income Tax Disclosure | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Income Tax Disclosure | NOTE 13. 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, 2015 and 2014, are presented below: December 31, 2015 December 31, 2014 Deferred tax assets Net operating loss carry forwards $ 4,572,000 $ 3,863,000 Less valuation allowance (4,572,000 ) (3,863,000 ) Net deferred tax asset $ –– $ –– 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 December 31, 2015 December 31, 2014 Income (loss) before taxes $ (892,618 ) $ (1,920,226 ) Statutory rate 34% 34% Computed expected tax payable (recovery) $ 303,000 $ 653,000 Non-recognizable income (loss) (405,000 ) (34,000 ) Non-deductible expenses –– –– Change in valuation allowance (708,000 ) (619,000 ) 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 As of December 31, 2015, the Company had cumulative net operating loss carryforwards of approximately $13,519,000, and $11,493,000 for federal and state income tax purposes, respectively, which begin to expire in the year 01/01/2029. 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, 2015 and 2014. 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, 2015 | |
Notes | |
Subsequent Events | NOTE 14. SUBSEQUENT EVENTS The Company has evaluated the events and transactions for recognition or disclosure subsequent to December 31, 2015, and has determined that there have been no events that would require disclosure. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Basis of Presentation | Basis of Presentation The CompanyÂ’s fiscal year end is December 31. |
Principles of Consolidation | Principles of Consolidation |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents |
Foreign Currency Translations | Foreign Currency Translation The results and financial position of PearTrack Systems Group, Ltd., the CompanyÂ’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 stockholdersÂ’ equity. As of December 31, 2015 and 2014, exchange differences of $3,018 and $4,314, respectively, have been accumulated. |
Use of Estimates | Use of Estimates |
Earnings Per Share | Net Income (Loss) Per Common Share |
Comprehensive Income (Loss) Note | Comprehensive Income (Loss) |
Revenue Recognition | Revenue Recognition Revenue Recognition The Company has limited continuing revenue from customer contracts for its PearTrack tracking system. In addition, the Company provides consulting services as an additional revenue source. |
Property, Plant and Equipment, Policy | Property and Equipment |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy | Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of Due to the CompanyÂ’s recurring losses, its intellectual properties were evaluated for impairment. As of December 31, 2015, the Company has determined that expected future cash flows were sufficient for recoverability of the assets. |
Income Taxes | Income Taxes 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 Share-Based Payments |
Fair Value Measurement | Fair Value Measurements Fair Value Measurements and Disclosures Financial Instruments 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 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 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. The adoption of this update did not have a material impact 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 adoption of this update did not have a material impact 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 adoption of this update did not have a material impact 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 adoption of this update did not have a material impact on its consolidated financial statements. Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606). The objective of ASU No. 2014-08 is to clarify the principles for recognizing revenue and to develop a common revenue standard for US GAAP and IFRS. The FASB created a new Topic 606, and IASB is issuing IFRS 15, to meet the joint objectives regarding revenue recognition. The guidance in this Update affects any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The guidance in this Update supersedes the revenue recognition requirements in Topic 605, and most industry-specific guidance, as well as certain requirements contained within Topic 350 and Topic 360. The standard is required to be adopted by public business entities in annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is not permitted. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 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, 2015 | |
Tables/Schedules | |
Schedule of Property and Equipment | Property and equipment consists of the following: December 31, 2015 December 31, 2014 Office equipment $ 2,362 $ 5,258 Accumulated depreciation (236 ) (2,476 ) Property and equipment, net, before disposals 2,126 2,782 Less: disposal of equipment –– (2,782 ) Property and equipment, net $ 2,126 $ –– |
Intangible Assets_ Schedule of
Intangible Assets: Schedule of Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Intangible Assets | Intangible assets consists of the following: December 31, 2015 December 31, 2014 Intellectual property, unencumbered $ 2,156,245 $ 450,000 Accumulated amortization (167,370 ) (15,000 ) Intellectual property, unencumbered, net 1,988,875 435,000 Intellectual property, pledged to creditors 1,567.060 1,567.060 Accumulated amortization (215,908 ) (111,436 ) Intellectual property, pledged to creditors, net $ 1,351,152 $ 1,455,624 |
Notes and Loans Payable_ Schedu
Notes and Loans Payable: Schedule of Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Notes and Loans Payable | Notes and loans payable consists of the following: December 31, 2015 December 31, 2014 Loans payable $ 52,169 $ 98,489 Notes payable-short term 125,000 125,000 Notes payable-short-term-convertible 688,755 688,755 Total notes and loans payable $ 865,924 $ 912,244 |
Notes and Loans Payable_ Sche25
Notes and Loans Payable: Schedule of Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | As of December 31, 2015, 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 12/31/2015 |
Related Party Transactions_ Sch
Related Party Transactions: Schedule of Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Related Party Transactions | Related party transactions consists of the following: December 31 2015 December 31, 2014 Notes payable-short-term $ 787,837 $ 787,837 Notes payable-long-term-senior 2,000,000 2,000,000 Less: unamortized discount (254,716 ) (341,221 ) Total long-term notes payable, senior, net of discount 1,745,284 1,658,779 Notes payable-long-term-subordinate 1,022,079 449,583 Less: unamortized discount (13,834 ) –– Total long-term notes payable, subordinate, net of discount 1,008,245 449,583 Total long-term notes payable 2,753,529 2,108,362 Total notes payable 3,541,366 2,896,199 Accrued compensation 206,550 118,500 Reimbursed expenses payable 56,300 179,081 Total related party payable 262,850 297,581 Total related party transactions $ 3,804,216 $ 3,193,780 |
Related Party Transactions_ S27
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable-Related Party | Description Principal Interest Rate Conversion Rate Maturity Date Note payable-long-term-senior $ 2,000,000 5% $0.40 12/09/2018 Less: unamortized discount (254,716 ) Note payable-long-term-senior, net of discount 1,745,284 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, net of discount 1,008,245 4%-5% $0.25 12/31/2017 Total $ 3,541,366 |
Warrants and Options_ Schedule
Warrants and Options: Schedule of Oustanding Options (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Oustanding Options | Outstanding and Exercisable Options Remaining Exercise Price Number of Contractual Life times Number Weighted Average Exercise Price Shares (in years) of Shares Exercise Price $3.20 75,000 0.25 $ 240,000 $3.50 $3.20 102,500 5.25 328,000 $3.50 $2.00 150,000 1.00 300,000 $3.10 327,500 $ 868,000 $3.10 |
Warrants and Options_ Schedul29
Warrants and Options: Schedule of Options Activity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Options Activity | Options Activity Number Weighted Average Of Shares Exercise Price Outstanding at December 31, 2014 366,000 $3.10 Issued –– –– Exercised –– –– Expired / Cancelled (38,500 ) $4.73 Outstanding at December 31, 2015 327,500 $3.10 |
Income Tax Disclosure_ Schedule
Income Tax Disclosure: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets | December 31, 2015 December 31, 2014 Deferred tax assets Net operating loss carry forwards $ 4,572,000 $ 3,863,000 Less valuation allowance (4,572,000 ) (3,863,000 ) Net deferred tax asset $ –– $ –– |
Income Tax Disclosure_ Schedu31
Income Tax Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | For the year ended December 31, 2015 December 31, 2014 Income (loss) before taxes $ (892,618 ) $ (1,920,226 ) Statutory rate 34% 34% Computed expected tax payable (recovery) $ 303,000 $ 653,000 Non-recognizable income (loss) (405,000 ) (34,000 ) Non-deductible expenses –– –– Change in valuation allowance (708,000 ) (619,000 ) Reported income taxes $ –– $ –– |
Overview_ Going Concern (Detail
Overview: Going Concern (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Accumulated Deficit | $ 13,780,583 | $ 11,695,730 |
Working Capital Deficit | $ 3,390,772 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies: Foreign Currency Translations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
PearTrack Systems Group, Ltd. UK | ||
Foreign Currency Exchange Differences | $ 3,018 | $ 4,314 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies: Comprehensive Income (Loss) Note (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Other Comprehensive Income (Loss) | $ 1,192,235 | $ (99,417) |
Investment in Securities (Detai
Investment in Securities (Details) - Amazonas Florestal Ltd - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Investment, Shares Held, Balance | 12,061,854 | 12,061,854 |
Investment, Shares Held, Fair Value | $ 1,206,185 | $ 16,887 |
Property and Equipment_ Sched36
Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Office Equipment | $ 2,362 | $ 5,258 |
Accumulated Depreciation | (236) | (2,476) |
Property and Equipment, Net, Before Disposals | 2,126 | 2,782 |
Less: Disposal of Equipment | $ (2,782) | |
Property and equipment, net | $ 2,126 |
Property and Equipment_ Disposa
Property and Equipment: Disposals (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Details | |
Property, Plant, and Equipment, Salvage Value | $ 0 |
Loss on Disposal of Equipment | $ 2,782 |
Property and Equipment_ Depreci
Property and Equipment: Depreciation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Depreciation Expense During Period | $ 236 | $ 252 |
Intangible Assets_ Schedule o39
Intangible Assets: Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Intellectual Property, Unencumbered | $ 2,156,245 | $ 450,000 |
Accumulated Amortization | (167,370) | (15,000) |
Intangible assets, unencumbered, net | 1,988,875 | 435,000 |
Intellectual Property, Pledged To Creditors | 1,567.060 | 1,567.060 |
Accumulated Amortization | (215,908) | (111,436) |
Intellectual Property, Pledged To Creditors, Net | $ 1,351,152 | $ 1,455,624 |
Intangible Assets_ Amortization
Intangible Assets: Amortization Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Amortization of Intangible Assets | $ 256,842 | $ 119,471 |
Deferred Revenue (Details)
Deferred Revenue (Details) - Service Agreement - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Deferred Revenue, Beginning | $ 450,000 | $ 225,000 |
Deferred Revenue, Revenue Recognized | 225,000 | 0 |
Deferred Revenue, Ending | $ 225,000 | $ 225,000 |
Notes and Loans Payable_ Sche42
Notes and Loans Payable: Schedule of Notes and Loans Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Loans Payable | $ 52,169 | $ 98,489 |
Notes Payable-Short Term | 125,000 | 125,000 |
Notes Payable-Short Term-Convertible | 688,755 | 688,755 |
Total Notes and Loans Payable-Short Term | $ 865,924 | $ 912,244 |
Notes and Loans Payable_ Intere
Notes and Loans Payable: Interest Rates (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum | |
Notes Payable, Interest Rate | 5.00% |
Maximum | |
Notes Payable, Interest Rate | 15.00% |
Notes and Loans Payable_ Sche44
Notes and Loans Payable: Schedule of Convertible Notes Payable (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
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 | 12/31/2015 |
Notes and Loans Payable_ Loans
Notes and Loans Payable: Loans Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Loans Payable | $ 52,169 | $ 98,489 |
Notes and Loans Payable_ Accrue
Notes and Loans Payable: Accrued Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Accrued Interest | $ 228,390 | $ 163,177 |
Related Party Transactions_ S47
Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Notes payable-short term | $ 787,837 | $ 787,837 |
Notes Payable-Long-Term-Senior | 2,000,000 | 2,000,000 |
Less: Unamortized Discount | (254,716) | (341,221) |
Total Long-Term Notes Payable, Senior, Net of Discount | 1,745,284 | 1,658,779 |
Notes Payable-Long-Term-Subordinate | 1,022,079 | 449,583 |
Less: unamortized discount | (13,834) | |
Total long-term notes payable, subordinate, net of discount | 1,008,245 | 449,583 |
Total Long-Term Notes Payable | 2,753,529 | 2,108,362 |
Total Notes Payable | 3,541,366 | 2,896,199 |
Accrued Compensation | 206,550 | 118,500 |
Reimbursable Expenses | 56,300 | 179,081 |
Total Related Party Payable | 262,850 | 297,581 |
Total Related Party Transactions | $ 3,804,216 | $ 3,193,780 |
Related Party Transactions_ S48
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Convertible Notes Payable, Principal | $ 3,541,366 |
Note payable-long-term-senior | |
Convertible Notes Payable, Principal | $ 2,000,000 |
Convertible Notes Payable, Interest Rate | 5.00% |
Convertible Notes Payable, Conversion Price | $ 0.40 |
Convertible Notes Payable, Maturity | 12/09/2018 |
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 | $ 1,008,245 |
Convertible Notes Payable, Interest Rate | 4.00% |
Convertible Notes Payable, Conversion Price | $ 0.25 |
Convertible Notes Payable, Maturity | 12/31/2017 |
Related Party Transactions_ Int
Related Party Transactions: Interest Rates (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum | |
Convertible Notes Payable, Interest Rate | 4.00% |
Maximum | |
Convertible Notes Payable, Interest Rate | 7.00% |
Related Party Transactions_ Con
Related Party Transactions: Conversion Prices (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
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, 2015 | Dec. 31, 2014 | |
Huntington Chase Financial Group-Ecologic Products Inc | ||
Convertible Note Payable, Date | Dec. 31, 2013 | |
Convertible Note Payable, Interest Rate | 7.00% | |
Convertible Note Payable, Term (in years) | 1 | |
Convertible Note Payable, Accrued Interest | $ 48,916 | $ 38,143 |
Convertible Note Payable, Principal | 153,912 | |
Convertible Note Payable, Modification, Accrued Interest Included | $ 27,368 | |
Convertible Note Payable, Conversion Price | $ 0.07 | |
John D Macey | ||
Convertible Note Payable, Date | Dec. 31, 2015 | |
Convertible Note Payable, Interest Rate | 4.00% | |
Convertible Note Payable, Term (in years) | 2 | |
Convertible Note Payable, Compensation Converted to Principal | $ 214,500 | |
Convertible Note Payable, Conversion Price | $ 0.25 | |
Employment Agreement, Date of Agreement | Dec. 1, 2014 | |
Employment Agreement, Term (years) | 2 | |
Employment Agreement, Annual Salary | $ 198,000 | |
Convertible Note Payable, 7% | ||
Convertible Note Payable, Date | Sep. 30, 2010 | |
Convertible Note Payable, Cash Loans | $ 28,912 | |
Convertible Note Payable, Modification, Modified Principal | $ 160,000 | |
Convertible Note Payable, Interest Rate | 7.00% | |
Convertible Note Payable, Term (in years) | 1 | |
Convertible Note Payable, Modification, Conversion Price, Revised | $ 0.05 | |
Convertible Note Payable, Accrued Interest | $ 16,616 | 5,416 |
ConvertibleNotePayableSenior5Member | ||
Convertible Note Payable, Date | Dec. 31, 2011 | |
Convertible Note Payable, Modification, Modified Principal | $ 373,924 | |
Convertible Note Payable, Interest Rate | 5.00% | |
Convertible Note Payable, Modification, Conversion Price, Revised | $ 0.05 | |
Convertible Note Payable, Accrued Interest | $ 48,037 | 32,529 |
Convertible Note Payable, Compensation Converted to Principal | $ 30,000 | |
ConvertibleNotePayable5SeniorSecuredMember | ||
Convertible Note Payable, Date | Dec. 9, 2013 | |
Convertible Note Payable, Interest Rate | 5.00% | |
Convertible Note Payable, Term (in years) | 5 | |
Convertible Note Payable, Principal | $ 2,000,000 | |
Convertible Note Payable, Discount | 341,221 | 432,940 |
Convertible Note Payable, Discount, Current Year Expense | 86,505 | 86,505 |
Convertible Note Payable, Discount, Balance Remaining | $ 254,716 | 341,221 |
Convertible Note Payable, Discount, Months Remaining | 23 | |
ConvertibleNotePayable7AssignedMember | ||
Convertible Note Payable, Date | Jan. 5, 2014 | |
Convertible Note Payable, Interest Rate | 7.00% | |
Convertible Note Payable, Term (in years) | 1 | |
Convertible Note Payable, Accrued Interest | $ 9,932 | $ 4,932 |
Convertible Note Payable, Principal | $ 100,000 | |
Convertible Note Payable, Conversion Price | $ 0.07 |
Related Party Transactions_ Emp
Related Party Transactions: Employment and Consulting Agreements (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | |
Edward W Withrow Jr | ||
Employment Agreement, Date of Agreement | Dec. 4, 2013 | |
Employment Agreement, Term (years) | 2 | |
Employment Agreement, Annual Salary | $ 175,000 | |
Employment Agreement, Restricted Stock Award | shares | 1,000,000 | |
Convertible Note Payable, Date | Dec. 31, 2014 | |
Convertible Note Payable, Compensation Converted to Principal | $ 189,583 | |
Convertible Note Payable, Interest Rate | 5.00% | |
Convertible Note Payable, Term (in years) | 2 | |
Convertible Note Payable, Conversion Price | $ / shares | $ 0.25 | |
Convertible Note Payable, Discount | $ 8,750 | |
Convertible Note Payable, Discount, Current Year Expense | 2,917 | |
Convertible Note Payable, Discount, Balance Remaining | $ 5,833 | |
Convertible Note Payable, Discount, Months Remaining | 12 | |
Convertible Note Payable, Accrued Interest | $ 12,781 | $ 0 |
Huntington Chase Financial Group | ||
Convertible Note Payable, Date | Dec. 31, 2014 | |
Convertible Note Payable, Compensation Converted to Principal | $ 260,000 | |
Convertible Note Payable, Term (in years) | 2 | |
Convertible Note Payable, Conversion Price | $ / shares | $ 0.25 | |
Convertible Note Payable, Discount | $ 12,000 | |
Convertible Note Payable, Discount, Current Year Expense | 4,000 | |
Convertible Note Payable, Discount, Balance Remaining | $ 8,000 | |
Convertible Note Payable, Discount, Months Remaining | 12 | |
Convertible Note Payable, Accrued Interest | $ 16,586 | $ 0 |
Consulting Agreement, Date of Agreement | Dec. 4, 2013 | |
Consulting Agreement, Monthly Fee | $ 20,000 | |
Consulting Agreement, Term (years) | 3 | |
Convertible Note Payable, Modification, Modified Principal | $ 443,000 |
Related Party Transactions_ Sum
Related Party Transactions: Summary Activity (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Due to Related Parties, Beginning of Period | $ 3,193,780 |
Increase (Decrease), Notes Payable | 572,496 |
Increase (Decrease), Discount Amortization | 72,671 |
Increase (Decrease), Accrued Compensation | 88,050 |
Increase (Decrease), Reimbursed Expenses | (122,781) |
Increase (Decrease) During Period, Net | 610,436 |
Due to Related Parties, End of Period | 3,804,216 |
Loans to the Company | |
Due to Related Parties, Beginning of Period | 2,896,199 |
Increase (Decrease), Notes Payable | 572,496 |
Increase (Decrease), Discount Amortization | 72,671 |
Increase (Decrease) During Period, Net | 645,167 |
Due to Related Parties, End of Period | 3,541,366 |
Accrued Compensation | |
Due to Related Parties, Beginning of Period | 118,500 |
Increase (Decrease), Accrued Compensation | 660,546 |
Increase (Decrease), Accrued Compensation, Converted to Note Payable | (572,496) |
Increase (Decrease) During Period, Net | 88,050 |
Due to Related Parties, End of Period | 206,550 |
Reimburseable Expenses | |
Due to Related Parties, Beginning of Period | 179,081 |
Increase (Decrease), Reimbursed Expenses | (122,781) |
Increase (Decrease) During Period, Net | (122,781) |
Due to Related Parties, End of Period | $ 56,300 |
Related Party Transactions_ Acc
Related Party Transactions: Accrued Interest (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Interest, Related Party | $ 152,868 | $ 81,020 |
AccruedInterestMember | ||
Increase (Decrease), Accrued Interest | $ 71,848 | $ 81,712 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
ConvertibleNotePayableSeniorSecuredMember | |
Convertible Note Payable, Date | Dec. 9, 2013 |
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 |
LicenseAgreementMember | |
License Agreement, Date | Jun. 30, 2014 |
License Agreement, License Fee | $ 450,000 |
License Agreement, Royalty, Percent | 12.00% |
Capital Stock_ Issued and Outst
Capital Stock: Issued and Outstanding (Details) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares outstanding | 69,516,089 | 59,965,061 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Dec. 31, 2015 | May. 08, 2015 | May. 01, 2015 | Mar. 15, 2015 | Mar. 09, 2015 | Jan. 05, 2015 |
Common Stock | ||||||
Common Stock, Issuance for Consulting Services | $ 250,000 | |||||
Common Stock, Issuance for IP Purchase | $ 5,706,506 | |||||
Common Stock, Issuance For Cash | $ 500,000 | $ 1,000,000 | $ 1,883,147 | |||
Common Stock, Issuance For Cash | 150,000 | |||||
Common Stock, Issuance for Conversion of Third-Party Debt | $ 61,375 | |||||
CommonStockCostPerShareMember | ||||||
Common Stock, Issuance for Consulting Services | 0.001 | |||||
Common Stock, Issuance for IP Purchase | 0.001 | |||||
Common Stock, Issuance For Cash | 0.25 | 0.25 | 0.02 | |||
Common Stock, Issuance For Cash | 0.001 | |||||
Common Stock, Issuance for Conversion of Third-Party Debt | 1 | |||||
CommonStockValueIssued1Member | ||||||
Common Stock, Issuance for Consulting Services | 57,500 | |||||
Common Stock, Issuance for IP Purchase | 1,711,952 | |||||
Common Stock, Issuance for Conversion of Third-Party Debt | $ 61,375 | |||||
CommonStockCashReceivedMember | ||||||
Common Stock, Issuance for Consulting Services | 250 | |||||
Common Stock, Issuance for IP Purchase | 5,707 | |||||
Common Stock, Issuance For Cash | 125,000 | 250,000 | 37,663 | |||
Common Stock, Issuance For Cash | 150 | |||||
Deferred Compensation, Share-based Payments | ||||||
Common Stock, Issuance for Consulting Services | $ 57,250 | |||||
CommonStockAdditionalPaidInCapitalMember | ||||||
Common Stock, Issuance for IP Purchase | $ 1,706,245 | |||||
Common Stock, Issuance For Cash | $ 124,500 | 249,000 | $ 35,780 | |||
Common Stock, Issuance For Cash | $ 150 |
Capital Stock_ Summary of Defer
Capital Stock: Summary of Deferred Stock Compensation (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Details | ||
Deferred Compensation, Current Period Amortization | $ 595,481 | $ 272,179 |
Deferred Compensation, Balance | $ 137,273 | $ 675,504 |
Deferred Compensation, Amortization Period, Months | 11 |
Warrants and Options (Details)
Warrants and Options (Details) | Dec. 31, 2015shares |
Details | |
Stock Options, Beginning | 366,000 |
Stock Options, Ending | 327,500 |
Warrants and Options_ Shedule o
Warrants and Options: Shedule of Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Stock Options, Number of Outstanding Options | shares | 327,500 |
Stock Options, Exercise Price x Shares | $ | $ 868,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 3.10 |
$ 0.320 | |
Stock Options, Number of Outstanding Options | shares | 75,000 |
Stock Options, Remaining Contractual Term | 3 months |
Stock Options, Exercise Price x Shares | $ | $ 240,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 3.50 |
$ 0.320 | |
Stock Options, Number of Outstanding Options | shares | 102,500 |
Stock Options, Remaining Contractual Term | 5 years 3 months |
Stock Options, Exercise Price x Shares | $ | $ 328,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 3.50 |
$ 0.200 | |
Stock Options, Number of Outstanding Options | shares | 150,000 |
Stock Options, Remaining Contractual Term | 1 year |
Stock Options, Exercise Price x Shares | $ | $ 300,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 3.10 |
Warrants and Options_ Schedul61
Warrants and Options: Schedule of Options Activity (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Details | |
Stock Options, Beginning | shares | 366,000 |
Stock Options, Weighted Average Exercise Price, Beginning | $ / shares | $ 3.10 |
Stock Options, Expired/Cancelled | shares | (38,500) |
Stock Options, Weighted Average Exercise Price, Expired/Cancelled | $ / shares | $ 4.73 |
Stock Options, Ending | shares | 327,500 |
Stock Options, Weighted Average Exercise Price, Ending | $ / shares | $ 3.10 |
Warrants and Options_ Deferred
Warrants and Options: Deferred Stock Option Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Chief Executive Officer | ||
Deferred Compensation, Current Period Expense | $ 0 | $ 60,000 |
Restricted Stock Awards (Detail
Restricted Stock Awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Restricted Stock Award, Units Awarded, Cumulative | 1,000,000 | 1,000,000 |
Restricted Stock Award, Deferred Compensation | $ 114,583 | |
Restricted Stock Award, Deferred Compensation, Current Period Expense | 114,583 | $ 125,000 |
Restricted Stock Award, Deferred Compensation, To Be Expensed | $ 0 | $ 114,583 |
Income Tax Disclosure_ Schedu64
Income Tax Disclosure: Schedule of Deferred Tax Assets (Details) - Continuing Operations - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets, Gross | ||
Net Operating Loss Carryforward | $ 4,572,000 | $ 3,863,000 |
Less: Valuation Allowance | $ (4,572,000) | $ (3,863,000) |
Income Tax Disclosure_ Schedu65
Income Tax Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (892,618) | $ (1,920,226) |
Statutory Rate | 34.00% | 34.00% |
Computed Tax Payable (Recovery) | $ 303,000 | $ 653,000 |
Non-Recognizable Income (Loss) | (405,000) | (34,000) |
Change In Valuation Allowance | $ (708,000) | $ (619,000) |
Income Tax Disclosure (Details)
Income Tax Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Increase in Valuation Allowance | $ 708,000 | $ 619,000 |
State and Local Jurisdiction | ||
Operating Loss Carryforwards | $ 11,493,000 | |
Internal Revenue Service (IRS) | ||
Operating Loss Carryforwards, Expiration Date | Jan. 1, 2029 |