Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May 31, 2023 | |
Details | ||
Registrant CIK | 0001379245 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2016 | |
Document Transition Report | false | |
Entity File Number | 333-139045 | |
Entity Registrant Name | ENIGMA-BULWARK, LTD. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-4733512 | |
Entity Address, Address Line One | 3415 South Sepulveda Blvd., Suite 1100-#1234 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90034 | |
Phone Fax Number Description | Registrant's telephone number | |
City Area Code | 888 | |
Local Phone Number | 287-9994 | |
Entity Information, Former Legal or Registered Name | PearTrack Security Systems, Inc. | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 136,591,547 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 4,140 | $ 14,769 |
Accounts receivable | 1,104 | 296 |
Other receivables | 2,795 | 0 |
Prepaid expenses | 504 | 806 |
Total current assets | 8,543 | 15,871 |
Total non-current assets | 1,335,259 | 4,554,785 |
TOTAL ASSETS | 1,343,802 | 4,570,656 |
Non-current assets | ||
Investment in securities | 1,326,804 | 1,206,185 |
Property and equipment, net | 2,008 | 2,126 |
Intangible assets, unencumbered, net | 0 | 1,988,875 |
Intangible assets, pledged to creditors, net | 0 | 1,351,152 |
Other assets | 6,447 | 6,447 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,096,223 | 1,240,470 |
Deferred revenue | 0 | 225,000 |
Notes and loans payable | 169,605 | 169,605 |
Notes payable, convertible | 688,755 | 688,755 |
Notes payable, convertible, related party | 500,230 | 500,230 |
Related party payables | 305,266 | 262,627 |
Total current liabilities | 2,760,079 | 3,086,687 |
Long-term liabilities | ||
Notes payable, related party, convertible, net of unamortized discount | 2,931,806 | 2,753,530 |
Total long-term liabilities | 2,931,806 | 2,753,530 |
Total liabilities | 5,691,885 | 5,840,217 |
Stockholders' deficit | ||
Preferred Stock | 0 | 0 |
Common stock, $0.001 par value, 250,000,000 shares authorized, 69,382,753 and 69,516,089 issued and outstanding as of March 31, 2016, and December 31, 2015, respectively | 69,382 | 69,516 |
Additional paid in capital | 10,924,718 | 10,920,448 |
Subscriptions receivable | 0 | (100) |
Accumulated deficit | (16,664,004) | (13,460,627) |
Accumulated comprehensive income | 1,321,821 | 1,201,202 |
Total stockholders' deficit | (4,348,083) | (1,269,561) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,343,802 | $ 4,570,656 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares Issued and Outstanding | 69,382,753 | 69,516,089 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | ||
Service fees | $ 225,000 | $ 0 |
Product sales | 863 | 2,387 |
Total Revenue | 225,863 | 2,387 |
Cost of sales | 4,380 | 4,012 |
Gross profit (loss) | 221,483 | (1,625) |
Operating expenses | ||
Total operating expenses | 3,542,445 | 457,975 |
General and administrative expenses | 202,418 | 457,975 |
Impairment losses | 3,340,027 | 0 |
Operating loss | (3,320,962) | (459,600) |
Other income (expenses) | ||
Gain on write-off of accrued payroll taxes | 145,711 | 0 |
Gain on settlement of accounts payable | 33,075 | 0 |
Gain on reduction in promissory note and accrued interest | 0 | 305,576 |
Interest expense | (36,266) | (27,224) |
Discount amortization | (25,025) | (21,330) |
Realized gain on currency translation | 90 | 567 |
Total other income (expenses) | 117,585 | 257,589 |
Net loss | (3,203,377) | (202,011) |
Comprehensive income (loss) | ||
Unrealized gain on currency translation | 0 | 4,541 |
Unrealized gain (loss) on securities | 120,619 | (16,887) |
Net comprehensive income (loss) | 120,619 | (12,346) |
Net loss and comprehensive income (loss) | $ (3,082,758) | $ (214,357) |
Net loss per share - basic and diluted | $ (0.046) | $ (0.003) |
Weighted average common shares outstanding - basic and diluted | 69,382,753 | 61,930,877 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock, Shares | Common Stock, Value | Paid In Capital | Subscriptions Receivable | Accumulated Deficit | AOCI | Total |
Equity Balance at Dec. 31, 2014 | $ 59,965 | $ 8,126,703 | $ (1,600) | $ (11,695,730) | $ 8,967 | $ (3,501,695) | |
Equity Balance, Shares at Dec. 31, 2014 | 59,965,061 | ||||||
Issuance of common stock for services | 250 | (250) | 0 | ||||
Issuance of common stock for services | 250,000 | ||||||
Issuance of common stock for cash | 1,883 | 35,780 | (37,663) | 0 | |||
Issuance of common stock for cash | 1,883,147 | ||||||
Issuance of common stock for intellectual property | 5,707 | 1,706,245 | (5,707) | 1,706,245 | |||
Issuance of common stock for intellectual property | 5,706,506 | ||||||
Subscriptions received | 43,370 | 43,370 | |||||
Amortization of restricted stock awards | 178,450 | 178,450 | |||||
Net loss | (202,011) | (214,357) | |||||
Net comprehensive income (loss) | (12,346) | ||||||
Equity Balance at Mar. 31, 2015 | 67,805 | 10,047,178 | (1,850) | (11,897,741) | (3,379) | (1,787,987) | |
Equity Balance, Shares at Mar. 31, 2015 | 67,804,714 | ||||||
Equity Balance at Dec. 31, 2015 | 69,516 | 10,920,448 | (100) | (13,460,627) | 1,201,202 | (1,269,561) | |
Equity Balance, Shares at Dec. 31, 2015 | 69,516,089 | ||||||
Cancellation of common stock for services | (134) | 134 | 0 | ||||
Cancellation of common stock for services | (133,336) | ||||||
Subscriptions received | (100) | 100 | 0 | ||||
Amortization of restricted stock awards | 4,236 | 4,236 | |||||
Net loss | (3,203,377) | (3,082,758) | |||||
Net comprehensive income (loss) | 120,619 | ||||||
Equity Balance at Mar. 31, 2016 | $ 69,382 | $ 10,924,718 | $ 0 | $ (16,664,004) | $ 1,321,821 | $ (4,348,083) | |
Equity Balance, Shares at Mar. 31, 2016 | 69,382,753 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flow from operating activities | ||
Net income (loss) and comprehensive income (loss) | $ (3,082,758) | $ (214,357) |
Comprehensive income (loss) | 120,619 | (12,346) |
Net loss | (3,203,377) | (202,011) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Amortization of deferred stock compensation | 4,236 | 178,450 |
Accruals converted to related party loans | 153,251 | 103,749 |
Depreciation and amortization | 118 | 45,855 |
Discount amortization | 25,025 | 21,330 |
Gain on write-off of accrued payroll taxes | (145,711) | 0 |
Gain on settlement of accounts payable | (33,075) | 0 |
Gain on reduction in promissory note and accrued interest | 0 | (305,576) |
Gain on foreign exchange | (90) | (567) |
Impairment losses | 3,340,027 | 0 |
Changes in operating assets and liabilities | ||
Increase in accounts receivable | (808) | (849) |
Decrease in refunds and claims receivable | 0 | 9,120 |
Increase in other receivables | (2,795) | 0 |
Decrease in prepaid expenses | 302 | 268 |
Increase in accounts payable and accrued expenses | 34,629 | 31,288 |
Decrease in deferred revenue | (225,000) | 0 |
Increase in related party payables | 42,639 | 51,886 |
Net cash used by operating activities | (10,629) | (67,057) |
Cash flow from financing activities | ||
Repayment of loans payable | 0 | (8,336) |
Proceeds from issuance of common stock | 0 | 43,370 |
Net cash provided by financing activities | 0 | 35,034 |
Net decrease in cash | (10,629) | (32,023) |
Cash - beginning of period | 14,769 | 64,753 |
Cash - end of period | 4,140 | 32,730 |
NONCASH ACTIVITIES | ||
Common stock subscriptions receivable | (100) | 1,850 |
Conversion of related party payable to related party convertible note payable | 153,251 | 103,749 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Overview and Nature of Business
Overview and Nature of Business | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Overview and Nature of Business | NOTE 1. OVERVIEW AND NATURE OF BUSINESS The accompanying unaudited consolidated financial statements of Enigma-Bulwark, Ltd., (the “Company” or “Enigma”) have been prepared in accordance with generally accepted accounting principles. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2015. Notes to the consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements have been omitted. The Company was incorporated in Nevada on September 30, 2005, and is headquartered in Los Angeles, California. Formerly PearTrack Security Systems, Inc., the Company’s name was changed to Enigma-Bulwark, Ltd., on October 9, 2019, pursuant to a majority of the Company’s shareholders and unanimous resolution of the board of directors. Enigma-Bulwark, Ltd. (“Enigma” or “Company”) is a security and risk management company that provides physical security, technology-systems integration, and risk management advisory services. Services offered to assess and mitigate risk include security guards, risk management analysis, and proprietary and third-party technology and software. Target markets include corporations, governments and individuals across the globe. As of March 31, 2016, the Company was structured with three wholly-owned subsidiaries: PearTrack Systems Group, Ltd. (“PTSG”), Ecologic Products, Inc. (“EPI”), and Ecologic Car Rentals, Inc. (“ECR”), all Nevada corporations. The Company’s current business activities are diversified into two specific markets: security and risk management, and remote/mobile asset tracking products. The Company intends to provide a unique solution to security issues in the intermodal shipping container marketplace, with its patented container tracking and locking system, EnigmaLok (formerly PearLoxx), the rights of which were licensed to the Company in perpetuity in 2015. Through the subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc., the Company continues its pursuits for strategic opportunities for its shareholders, as management believes that the brands have value for companies with environmentally-friendly consumer-related products and services. Going Concern The Company has incurred losses since inception resulting in a current period net loss of $3,082,758, an accumulated deficit of $16,664,004, and a working capital deficit of $2,751,536 as of March 31, 2016, 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 consolidated 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
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 consolidated 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 consolidated 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. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated 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 consolidated 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 consolidated financial statements in the period it is determined to be necessary. Actual results could differ from these estimates. Fair Value Hierarchy The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: Level 1: Level 2: Level 3: The Company’s investment in securities are classified as Level 1 assets, and were valued using the quoted prices in the active market (Note 3). Fair Value of Financial Instruments As of March 31, 2016, and December 31, 2015, respectively, the carrying values of Company’s Level 1 financial instruments including cash and cash equivalents, investments in securities, accounts receivable, accounts payable, and short-term debt approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. 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 March 31, 2016, and December 31, 2015, 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, the British Pound, and is translated into the reporting currency as follows: (i) (ii) (iii) 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 consolidated statements of operations as other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to stockholders’ equity. During the three months ended March 31, 2016 and 2015, respectively, exchange differences of $0 and $4,541 were recognized. As of March 31, 2016 and 2015, respectively, exchange differences of $7,079 and $8,683 have been accumulated. The following represents the accumulated unrealized exchange differences, which are excluded from earnings and reflected as a component of other comprehensive income: Unrealized Foreign Currency Exchange Balance, December 31, 2014 $ 4,142 Unrealized exchange differences during period 4,541 Balance, March 31, 2015 $ 8,683 Balance, December 31, 2015 $ 7,079 Unrealized exchange differences during period -- Balance, March 31, 2016 $ 7,079 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. 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. Intangible Assets Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives of 4 to 20 years. Application development stage costs for significant internally developed software projects are capitalized and amortized on a straight-line basis over the useful life of 2 to 5 years. Costs to extend and maintain patents and trademarks are charged directly to expense as incurred. Impairment of Long-Lived Assets 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. Due to the Company’s recurring losses and lack of revenue from its intellectual properties, its intellectual properties were evaluated for impairment, and it was determined that its intellectual property, with a carrying value of $3,340,027, was impaired. As a result, an impairment loss of $3,340,027 was recognized for the period ended March 31, 2016. Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method. 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. The Company has continuing revenue from limited customer contracts for its tracking units and system. In addition, the Company provides consulting services as an additional revenue source. As of March 31, 2016, the Company has not commenced its principal operations, generating limited test sales of its security product line. 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. As of March 31, 2016, the Company had not yet filed its 2013 through 2015 annual corporate income tax returns, which were filed in April 2022. Due to the Company’s recurring losses, no corporate income taxes are due for these periods. Net Income (Loss) Per Common 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. Other Comprehensive Income (Loss) Other comprehensive income includes unrealized gains and losses on securities available for sale, and unrealized gains and losses resulting from foreign exchange differences. During the three months ended March 31, 2016 and 2015, respectively, other comprehensive income (losses) of $120,619 and ($12,346) have been recognized. As of March 31, 2016 and 2015, respectively, other comprehensive income (loss) of $1,321,821 and ($3,379) has been accumulated . Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2014 $ 4,142 $ 4,825 $ 8,967 Gain (loss) 4,541 (16,887 ) (12,346 ) Balance, March 31, 2015 $ 8,683 $ (12,062 ) $ (3,379 ) Balance, December 31, 2015 $ 7,079 $ 1,194,123 $ 1,201,202 Gain (loss) -- 120,619 120,619 Balance, March 31, 2016 $ 7,079 $ 1,314,712 $ 1,321,821 Stock Based Compensation The Company records stock-based compensation 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. 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 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. 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 the Company’s consolidated 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. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 is part of the Simplification Initiative, and its objective is to simplify the measurement of inventory. This Update applies to inventory that is measured using FIFO or average cost, and requires an entity measure inventory at the lower of cost and net realizable value. The amendments in this Update are effective for the Company’s consolidated financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. In September 2015, the FASB issued ASU 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments. ASU 2015-16 is part of the Simplification Initiative, and eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. Not Yet Adopted: In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10: Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition, measurement, presentation and disclosure of financial instruments. Among other changes, there will no longer be an available-for-sale classification for which changes in fair value are currently reported in other comprehensive income for equity securities with readily determinable fair values. Equity investments with readily determinable fair values will be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 will be effective for the Company beginning January 1, 2018, with early adoption not permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The ASU will be effective for the Company beginning January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. Recently Issued Accounting Standards Updates: There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Investment in Securities
Investment in Securities | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Investment in Securities | NOTE 3. INVESTMENT IN SECURITIES As of March 31, 2016, and December 31, 2015, the Company held 12,061,854 shares of Amazonas Florestal, Ltd. (OTC:AZFL) common stock. The securities are classified as Level 1 investments (Note 2, Fair Value Hierarchy), and are valued using the quoted market prices. During the three months ended March 31, 2016 and 2015, respectively, $120,619 and ($16,887) in unrealized gains (losses) were recognized and included as part of comprehensive income (loss). As of March 31, 2016, and December 31, 2015, respectively, $1,314,742 and $1,194,123 in cumulative unrealized gains were recognized, and the securities held a fair value of $1,326,804 and $1,206,185. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following: March 31, 2016 December 31, 2015 Office equipment $ 2,362 $ 2,362 Accumulated depreciation (354 ) (236 ) Property and equipment, net $ 2,008 $ 2,126 During the three months ended March 31, 2016 and 2015, respectively, $118 and $0 in depreciation was expensed. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS Intangible assets consists of the following: March 31, 2016 December 31, 2015 Intellectual property, unencumbered $ 2,156,245 $ 2,156,245 Accumulated amortization (167,370 ) (167,370 ) Impairment losses (1,988,875 ) -- Intellectual property, unencumbered, net -- 1,988,875 Intellectual property, pledged to creditors 1,567,060 1,567,060 Accumulated amortization (215,908 ) (215,908 ) Impairment losses (1,351,152 ) -- Intellectual property, pledged to creditors, net $ -- $ 1,351,152 During the three months ended March 31, 2016 and 2015, respectively, the Company recognized $1,988,875 and $0 in impairment losses related to its unencumbered intellectual property, and $1,351,152 and $0 in impairment losses related to its intellectual property pledged to creditors, for a total of $3,340,027 and $0 in impairment losses. During the three months ended March 31, 2016 and 2015, respectively, $0 and $45,855 in amortization was expensed. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Accounts Payable and Accrued Expenses | NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of: March 31, 2016 December 31, 2015 Accounts payable-vendors $ 666,052 $ 745,094 Accrued payroll and taxes 44,995 146,466 Accrued interest 385,176 348,910 Total accounts payable and accrued expenses $ 1,096,223 $ 1,240,470 During the three months ended March 31, 2016, management determined that there is no future sacrifice of economic benefit arising from certain debt previously recognized by the Company to transfer assets or provide services in the future. As a result, certain vendor accounts payable in the amount of $33,075, and previously accrued payroll taxes in the amount of $145,711, was extinguished, and a gain of $178,786 was recognized. |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Deferred Revenue | NOTE 7. DEFERRED REVENUE In connection with a certain Service Agreement dated June 30, 2014 (the “Service Agreement”), revenue received in the amount of $450,000 was deferred, to be recognized over the term of the agreement, or twelve (12) months. During the year ended December 31, 2014, the Company recognized a total of $225,000 as revenues earned. Due to certain events beyond the Company’s control, the customer was unable to meet the terms of the Service Agreement, and the contract expired. There was no refund clause within the Service Agreement, and the remaining $225,000 in deferred revenues have been recognized during the three months ended March 31, 2016. |
Notes and Loans Payable
Notes and Loans Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Notes and Loans Payable | NOTE 8. NOTES AND LOANS PAYABLE Notes and loans payable consists of the following: March 31, 2016 December 31, 2015 Loans payable $ 44,605 $ 44,605 Notes payable, short term 125,000 125,000 Total notes and loans payable 169,605 169,605 Notes payable, short-term, convertible 688,755 688,755 Total $ 858,360 $ 858,360 Notes payable includes the following convertible promissory notes at March 31, 2016, and December 31, 2015: Description Principal Interest Rate (%) Conversion Rate Maturity Date Kasper Group, Ltd. $ 188,755 7 $0.05 1 year from demand [1] Matrix Advisors, Inc. 500,000 5 $0.25 12/31/2015 [2] Total convertible notes payable $ 688,755 [1] No demand has been made [2] No change in terms of promissory note due to breach. The debt was converted in November 2021. During the three months ended March 31, 2016, and the year ended December 31, 2015, respectively, interest in the amount of $16,259 and $65,213 was expensed. As of March 31, 2016, and December 31, 2015, respectively, interest in the amount of $244,649 and $228,390 has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Related Party Transactions | NOTE 9. RELATED PARTY TRANSACTIONS Related party transactions consists of the following: March 31, 2016 December 31, 2015 Notes payable, convertible, short-term $ 500,230 $ 500,230 Notes payable, long-term, secured 2,000,000 2,000,000 Less: unamortized discount (233,149 ) (254,716 ) Total long-term notes payable, secured, net of discount 1,766,851 1,745,284 Notes payable, convertible, long-term, subordinate 1,175,330 1,022,079 Less: unamortized discount (10,375 ) (13,833 ) Total long-term convertible notes payable, unsecured, net of discount 1,164,955 1,008,246 Total long-term notes payable 2,931,806 2,753,530 Total notes payable 3,432,036 3,253,760 Accrued compensation 236,550 206,550 Reimbursable expenses/cash advances payable 68,716 56,077 Total related party payable 305,266 262,627 Total related party transactions $ 3,737,302 $ 3,516,387 Related party notes payable consists of the following convertible notes payable at March 31, 2016, and December 31, 2015: Description Principal Interest Rate (%) Conversion Rate Maturity Date Short-term: Huntington Chase Financial Group $ 313,913 7 $0.05 1 year from demand [1] Adrian Pegler 100,000 7 $0.07 1 year from demand [1] William Nesbitt 86,317 5 $0.05 Funding [2] Total short-term 500,230 Long-term: Huntington Chase Financial Group 503,000 5 $0.05 12/31/2021 E. William Withrow Jr. 408,330 5 $0.05 12/31/2021 John Macey 264,000 4 $0.25 12/31/2023 Total 1,175,330 Less: unamortized discount (10,375 ) Total long-term 1,164,955 Total convertible notes payable $ 1,665,185 [1] No demand has been made. [2] The requisite funding goals for repayment have not been met. All outstanding promissory notes to related parties bear interest at a rate of 5 to 7 percent per annum, are due and payable within between one (1) year of written demand to December 31, 2023, or upon certain equity funding, and are convertible into the Company’s common stock at a price of between $0.05 to $0.25 per share. As of March 31, 2016, and December 31, 2015, respectively, affiliates and related parties are due a total of $3,737,302 and $3,516,387, which is comprised of promissory notes to related parties, net of unamortized discounts of $243,524 and $268,549, in the amount of $3,423,036 and $3,253,760; accrued compensation in the amount of $236,550 and $206,550; and reimbursable expenses/cash advances to the Company in the amount of $68,716 and $56,077; for a net increase of $220,915 and $322,607. During the three months ended March 31, 2016, and the year ended December 31, 2015, respectively, promissory notes to related parties increased by $153,251 and $284,889, unamortized discounts decreased by $25,025 and $72,672, accrued compensation increased by $30,000 and $88,050, and reimbursable expenses/cash advances increased (decreased) by $12,639 and ($123,004). During the three months ended March 31, 2016, and the year ended December 31, 2015, respectively, promissory notes to related parties, net of unamortized discounts, increased by $178,276 and $645,168 as a result of an increase in accrued compensation owed to related parties in the amount of $153,251 and $572,496 converted to convertible promissory notes; an increase in discounts resulting from beneficial conversion features in the amount of $0 and $20,750; and a decrease in unamortized discount in the amount of $25,025 and $93,422. During the three months ended March 31, 2016, and the year ended December 31, 2015, respectively, $183,251 and $722,946 in related party compensation was accrued, of which $153,251 and $572,496 was converted into convertible promissory notes, and $0 and $62,400 in payments to related parties were made, for a net increase in accrued compensation in the amount of $30,000 and $88,050. During the three months ended March 31, 2016, and the year ended December 31, 2015, respectively, reimbursable expenses/cash advances owed to related parties increased (decreased) by $12,639 and ($123,004) as a result of an increase in cash loans to the Company and expenses paid by related parties on behalf of the Company in the amount of $12,639 and $17,582; and repayments to related parties in the amount of $0 and $140,586. During the three months ended March 31, 2016, and the year ended December 31, 2015, respectively, $20,007 and $57,467 in interest on related party loans was expensed. As of March 31, 2016, and December 31, 2015, respectively, $140,527 and $120,520 in interest on related party loans has been accrued, and is included as part of accrued expenses on the accompanying consolidated balance sheets. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2016 | |
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. During the three months ended March 31, 2016, 133,336 shares of the Company’s restricted common stockwere canceled in connection with consulting services not provided pursuant to consulting agreements. As a result, $134 was recorded to additional paid in capital. During the three months ended March 31, 2016, subscriptions receivable in the amount of $100 were canceled. As a result, $100 was recorded to additional paid in capital. During the three months ended March 31, 2016, and the year ended December 31, 2015, respectively, a total of $4,236 and $595,482 in deferred stock compensation was expensed. Deferred stock compensation of $99,836 and $104,072 remained at March 31, 2016, and December 31, 2015, respectively, to be amortized over the next nine (9) months. As of March 31, 2016, and December 31, 2015, respectively, the Company had 69,382,753 and 69,516,089 shares of common stock issued and outstanding. |
Stock Options and Awards
Stock Options and Awards | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Stock Options and Awards | NOTE 11. STOCK OPTIONS AND AWARDS Stock Options As of March 31, 2016, and December 31, 2015, the Company had 327,500 stock 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 0.05 $ 240,000 $3.20 $3.20 102,500 5.05 328,000 $3.20 $2.00 150,000 0.60 300,000 $2.65 327,500 $ 868,000 $2.65 Options Activity Number Weighted Average of Shares Exercise Price Outstanding at December 31, 2015 327,500 $2.65 Granted -- -- Exercised -- -- Expired / Cancelled -- -- Outstanding at March 31, 2016 327,500 $2.65 During the three months ended March 31, 2016, and the year ended December 31, 2015, respectively, the Company expensed no stock option compensation. There remained no deferred stock option compensation at March 31, 2016, and December 31, 2015. Restricted Stock Awards During the three months and the year ended March 31, 2016, and December 31, 2015, respectively, 0 and 250,000 restricted stock awards were granted, valued at $0 and $57,250; and 156,252 and 2,433,331 restricted stock awards vested, for which $4,236 and $595,482 in deferred stock compensation was expensed. As of March 31, 2016, and December 31, 2015, respectively, there remained 416,669 and 572,921 shares to be vested, and $99,836 and $104,072 in deferred stock compensation to be expensed over the next nine (9) months. Restricted Stock Awards Activity Number of Deferred Shares Compensation Outstanding at December 31, 2014 2,756,252 $ 642,304 Granted 250,000 57,250 Vested (2,433,331 ) (595,482 ) Forfeited/Canceled -- -- Outstanding at December 31, 2015 572,921 104,072 Granted -- -- Vested (156,252 ) (4,236 ) Forfeited/Canceled -- -- Outstanding at March 31, 2016 416,669 $ 99,836 |
Error Correction
Error Correction | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Error Correction | NOTE 14. CORRECTION OF ERROR During 2023, the Company discovered that the Convertible Promissory Note dated December 31, 2011, as modified through December 31, 2014, issued to Mr. William B. Nesbitt was overstated. The overstatement was the result of an error made in the accrual of compensation in connection with Mr. Nesbitt’s underlying Employment Agreement. The error resulted in overstatements of general and administrative expense for the years ended December 31, 2012 through 2014, and interest expense for the years ended December 31, 2012 through 2015. The errors have been corrected by restating each of the affected financial statement line items for the year ended December 31, 2015, and recognizing a gain on extinguished debt for the cumulative effect on the consolidated statements of operations. The following tables summarize the impacts on the Company’s consolidated financial statements: As previously reported December 31, 2015 Adjustments As restated December 31, 2015 CONSOLIDATED BALANCE SHEETS Assets Current assets $ 15,871 $ -- $ 15,871 Non-current assets 4,554,785 -- 4,554,785 Total assets $ 4,570,656 $ -- $ 4,570,656 Liabilities Current liabilities Accounts payable and accrued expenses $ 1,272,819 $ (32,349 ) [1] $ 1,240,470 Notes payable-short term convertible-related party 787,837 (287,607 ) [2] 500,230 Other current liabilities 1,345,987 -- 1,345,987 Total current liabilities 3,406,643 (319,956 ) 3,086,687 Long-term liabilities 2,753,530 -- 2,753,530 Total liabilities 6,160,173 (319,956 ) 5,840,217 Stockholders' deficit Accumulated deficit (13,780,583 ) 319,956 [3] [4] (13,460,627 ) Other equity 12,191,066 -- 12,191,066 Total stockholders' deficit (1,589,517 ) 319,956 (1,269,561 ) Total liabilities and stockholders' deficit $ 4,570,656 $ -- $ 4,570,656 CONSOLIDATED STATEMENTS OF OPERATIONS Operating loss $ (1,850,012 ) $ -- $ (1,850,012 ) Other income (expenses) Gain on extinguished debt -- 305,576 [3] 305,576 Interest expense (141,500 ) 14,380 [4] (127,120 ) Other income (expenses) (93,341 ) -- (93,341 ) Total other income (expenses) (234,841 ) 319,956 85,115 Net loss (2,084,853 ) 319,956 (1,764,897 ) Net comprehensive loss 1,192,235 -- 1,192,235 Net loss and comprehensive loss $ (892,618 ) $ 319,956 $ (572,662 ) Net loss per share - basic and diluted $ (0.03 ) $ -- $ (0.03 ) [1] Cumulative correction to accrued interest [2] Cumulative correction to principal portion of promissory note [3] Cumulative correction to principal portion of promissory note [2] and changes to interest expense through 2014 of $17,968 [4] Correction for changes to 2015 interest expense |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Subsequent Events | NOTE 12. SUBSEQUENT EVENTS The Company has evaluated the events and transactions for recognition or disclosure subsequent to March 31, 2016, and has determined that there have been no events that would require disclosure, with the exception of the following: During the period April 1, 2016 to December 31, 2022, the Company increased its loans from related parties by $2,392,163, from a total of $3,737,302 at March 31, 2016, to $6,004,868 at December 31, 2022. The increase represents (a) an increase in promissory notes in the amount of $2,057,135, as a result of (i) $299,750 reclassified from non-related party transactions, (ii) $426,464 reclassified to non-related party transactions, (iii) $5,278,235 converted from accrued compensation, (iv) an increase in discounts resulting from beneficial conversion features of $1,052,494, (v) a decrease in long-term secured promissory notes in the amount of $2,000,000 resulting from the cancellation of debt, (vi) a decrease in unamortized discount of $985,140, (vii) payments to the Company in the amount of $5,500 for stock award payments, (viii) $521,557 converted to common stock, and (ix) payments to related parties in the amount of $499,975; (b) an increase in accrued compensation of $242,173 as a result of (i) $5,637,880 in accrued compensation, of which $5,278,235 was converted into promissory notes, (ii) $55,000 in accrued compensation reclassified to non-related party transactions, (iii) payments to the Company in the amount of $6,500 for related party stock awards, and (iv) payments to related parties in the amount of $55,972; and (c) a decrease in reimbursable expenses/cash advances to the Company of $31,472. All outstanding related party promissory notes bear interest at a rate of 5 to 7 percent per annum, are due and payable between one (1) year of written demand and December 31, 2024, or upon certain equity funding, and are convertible into the Company’s common stock at a price of between $0.05 to $0.25 per share, or the 20-day average trading price. On October 1, 2018, the Company entered into an Employment Agreement with Mr. Kyle W. Withrow to serve as the Company’s Chief Executive Officer. The agreement replaces any other written agreement with the Company or its subsidiaries, is for an initial term of three (3) years, and provides a base compensation of $150,000 per year, as well as customary bonuses and employee benefits. In addition, the agreement includes a grant to purchase 1,000,000 shares of the Company’s restricted common stock, valued at $10,000, for $0.001 per share. On October 1, 2018, in connection with the Employment Agreement, the Company issued 1,000,000 shares of its restricted common stock at $0.001 per share, for cash in the amount of $1,000. On October 11, 2018, the Company executed an Intellectual Property Agreement (the “Safer Agreement”) with Safer, Inc., a Florida corporation (the “Seller”), for the acquisition of certain intellectual property, as defined within the Safer Agreement, in the area of security and risk management (“Intellectual Property”). Pursuant to the Safer Agreement, in exchange for all rights, title and interest in the Intellectual Property, among other things, the Company shall deliver to Seller: 1. 2. 3. On October 11, 2018, in connection with the Safer Agreement, the Company issued 3,500,000 shares of its restricted common stock at $0.001 per share, for cash in the amount of $3,500. On November 1, 2018, the Company entered into a consulting agreement with MJ Management Services, Inc., for the services of Ms. Calli R. Bucci to serve as the Company’s Chief Financial Officer. The agreement replaces any other written agreement with the Company or its subsidiaries, is for an initial term of three (3) years, and provides a base compensation of $150,000 per year, to be deferred until the Company reaches certain funding goals. In addition, the agreement includes a grant of 500,000 options to purchase shares of the Company’s common stock at an exercise price of $0.10 per share. The options are exercisable for a period of five (5) years, vest quarterly over a period of twenty-four (24) months, and were valued at $0 using the Black-Scholes method. The assumptions used in valuing the options were: expected term 4.75 years, expected volatility 35.59%, risk free interest rate 2.96%, and dividend yield 0%. On November 1, 2018, the Company entered into a Consulting Agreement with Huntington Chase LLC for the services of Mr. Edward W. Withrow III. The agreement replaces any other written agreement with the Company or its subsidiaries, is for an initial term of three (3) years, and provides a base compensation of $240,000 per year. On December 31, 2018, in connection with the Company’s inability to successfully commercialize the intellectual property acquired from PearTrack Systems Group in 2013 (collectively, the “PearTrack IP”), all rights, title and interest in the PearTrack IP reverted to the former licensees and, pursuant to the terms of the collateralized agreement, the related Senior Secured Convertible Note (the “Note”) issued to the former licensees (the “Note Holders”) is canceled. In addition, all rights to future royalties collectible under any sub-license previously issued by the Company for the PearTrack IP reverts to the Note Holders. As a result, in 2018, the Company has recognized a gain on the extinguishment of debt of $2,000,000. On May 1, 2019, the Company entered into Consulting Agreement with Mr. David Rocke. The agreement is for an initial term of three (3) years, and provides a base compensation of $150,000 per year, to be deferred until the Company reaches certain funding goals, as well as 12.5% of Enigma-Bulwark Security, Inc. adjusted gross earnings, as defined within the agreement. In addition, the agreement includes a grant of 6,875,093 options to purchase shares of the Company’s common stock, valued at $39,875 using the Black-Scholes method, at an exercise price of $0.005 per share. The options are exercisable for a period of five (5) years, of which 50% vest when certain performance goals are met, and the remainder vest when certain funding goals are met. The assumptions used in valuing the options were: expected term 4.00 years, expected volatility 38.58%, risk free interest rate 2.15%, and dividend yield 0%. On May 1, 2019, the Company, through its wholly-owned subsidiary, Enigma-Bulwark Risk Management, Inc., entered into Consulting Agreement with Mr. Michael Gabriele, to serve as its President, and the President of its subsidiary, Enigma-Bulwark Security, Inc. The agreement is for an initial term of three (3) years, and provides a base compensation of $175,000 per year, to be deferred until the Company reaches certain funding goals, as well as 12.5% of Enigma-Bulwark Security, Inc. adjusted gross earnings, as defined within the agreement. In addition, the agreement includes a grant of 2,750,040 options to purchase shares of the Company’s common stock, valued at $15,950 using the Black-Scholes method, at an exercise price of $0.005 per share. The options are exercisable for a period of five (5) years, of which 50% vest when certain performance goals are met, and the remainder vest when certain funding goals are met. The assumptions used in valuing the options were: expected term 4.00 years, expected volatility 38.58%, risk free interest rate 2.15%, and dividend yield 0%. On August 29, 2019, the Company entered into a Non-Compete, Non-Dilution and Registration Rights Agreement (“NC Agreement”) with Mr. David Rocke. The agreement is for an initial term of five (5) years, and provides as compensation a grant to purchase 6,667,000 shares of the Company’s restricted common stock, valued at $66,670, for $0.001 per share, plus the issuance of shares of the Company’s restricted common stock equal to seven percent (7%) of any issuance of common stock through May 15, 2019, originating from any financial instrument issued by the Company or its subsidiaries, in exchange for certain restrictions placed upon Mr. Rocke’s business activities. On August 29, 2019, the Company entered into a Non-Compete, Non-Dilution and Registration Rights Agreement (“NC Agreement”) with Mr. Michael Gabriele, the President of the Company’s subsidiary, Enigma-Bulwark Risk Management, Inc. The agreement is for an initial term of five (5) years, and provides as compensation a grant to purchase 6,667,000 shares of the Company’s restricted common stock, valued at $66,670, for $0.001 per share, plus the issuance of shares of the Company’s restricted common stock equal to seven percent (7%) of any issuance of common stock through May 15, 2019, originating from any financial instrument issued by the Company or its subsidiaries, in exchange for certain restrictions placed upon Mr. Gabriele’s business activities. On August 29, 2019, in connection with the Rocke and Gabriele NC Agreement, the Company issued 13,334,000 shares of its restricted common stock at $0.001 per share for cash in the amount of $13,334, plus 210,000 shares under the non-dilution provision at $0.001 per share for cash in the amount of $210. On August 30, 2019, the Company formed Enigma-Bulwark Risk Management, Inc., a Delaware corporation and wholly-owned subsidiary, and acquired 100% of the common stock of Enigma-Bulwark Security, Inc., a Delaware corporation also formed by the Company. On September 1, 2019, the Company, through its wholly-owned subsidiary, Enigma-Bulwark Risk Management, Inc., entered into Consulting Agreement with Mr. Clive Oosthuizen to serve as its Chief Executive Officer. The agreement is for an initial term of three (3) years, and provides a base compensation of $180,000 year one, $210,000 year two, and $240,000 year three, to be deferred until the Company reaches certain funding goals. In addition, the agreement includes a $25,000 signing bonus, and a grant of 1,250,000 options to purchase shares of the Company’s common stock, valued at $625 using the Black-Scholes method, at an exercise price of $0.05 per share. The options are exercisable for a period of five (5) years, and vest periodically over a period of thirty-six (36) months. The assumptions used in valuing the options were: expected term 5.75 years, expected volatility 41.3%, risk free interest rate 1.84%, and dividend yield 0%. On September 20, 2019, in connection with the exercise of certain stock options, the Company issued 4,010,470 shares of its restricted common stock to related parties at an exercise price of $0.005, for cash in the amount of $20,052. On October 1, 2019, the Company entered into a Consulting Agreement with Ms. Yinuo Jiang to serve as the Company’s Corporate Secretary effective October 8, 2019, among other duties. The agreement is for an initial term of three (3) years, and provides a base compensation of $100,000 per year, to be deferred until the Company reaches certain funding goals. In addition, the agreement includes a grant to purchase 1,000,000 shares of the Company’s restricted common stock, valued at $10,000, for $0.001 per share. On October 1, 2019, in connection with the Consulting Agreement, the Company issued 1,000,000 shares of its restricted common stock at $0.001 per share, for cash in the amount of $1,000. On October 6, 2019, pursuant to a resolution of the board of directors, the Company issued an aggregate of 6,000,000 shares of its restricted common stock, valued at $60,000, to its officers and directors at $0.001 per share, for cash in the amount of $6,000. On October 10, 2019, the Company entered into a Non-Compete, Non-Dilution and Registration Rights Agreement (“NC Agreement”) with Mr. Clive Oosthuizen, the Chief Executive Officer of the Company’s subsidiary, Enigma-Bulwark Risk Management, Inc. The agreement is for an initial term of five (5) years, and provides as compensation a grant to purchase 4,000,000 shares of the Company’s restricted common stock, valued at $360,000, for $0.001 per share, plus the issuance of shares of the Company’s restricted common stock equal to four and one-half percent (4.5%) of any issuance of common stock originating from any financial instrument issued by the Company or its subsidiaries during the term, in exchange for certain restrictions placed upon Mr. Oosthuizen’s business activities. On October 10, 2019, in connection with the Oosthuizen NC Agreement, the Company issued 4,000,000 shares of its restricted common stock at $0.001 per share for cash in the amount of $4,000. On December 20, 2019, in connection with the exercise of certain stock options, the Company issued 802,094 shares of its restricted common stock to related parties at an exercise price of $0.005 for cash in the amount of $4,010. On September 8, 2020, the Company, through its wholly-owned subsidiary, Enigma-Bulwark Risk Management, Inc., entered into a Joint Venture Agreement (the “JV Agreement”) with Prime African Security, Ltd., a South African corporation (“Prime”), to provide security and risk management services in South Africa. The joint venture formed Prime Enigma Africa (Pty) Ltd., a South African corporation (the “Joint Venture”), for which Prime owns 51% of the common stock and the Company owns 49%. The JV Agreement is for an initial term of three (3) years, and automatically renews unless canceled in writing by either party. On August 31, 2021, in connection with the conversion of related party debt in the amount of $1,238,251, the Company issued an aggregate of 23,066,991 shares of its restricted Common Stock to six (6) related parties, including three (3) officers, of which $941,096 was at a conversion price of $0.05 per share, and $297,155 was at a conversion price of $0.07 per share. On November 5, 2021, in connection with the conversion of debt in the amount of $696,301, the Company issued 2,785,205 shares of its restricted Common Stock at a conversion price of $0.25 per share. On January 1, 2022, in connection with a consulting agreement, the Company issued 2,500,000 shares of restricted common stock at $0.001 per share for cash in the amount of $2,500. Management Changes: On June 23, 2016, Mr. David M. Engert 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 January 20, 2017, Mr. David M. Engert resigned as a member of the board of directors. This resignation did not involve any disagreement with the Company. On September 19, 2018, Mr. E. William Withrow Jr. resigned as President and Chief Executive Officer. This resignation did not involve any disagreement with the Company. Mr. Kyle W. Withrow, succeeded him to serve as President and Chief Executive Officer until the next annual meeting of the shareholders and/or until he, or his successor is duly appointed. On September 20, 2019, during a meeting of the board of directors, Mr. John D. Macy was not re-elected to the board of directors. On October 4, 2019, Mr. Clive Oosthuizen, Mr. David M. Rocke and Ms. Calli R. Bucci were appointed to the Board, to serve until the next annual meeting of the shareholders. On October 8, 2019, Ms. Calli R. Bucci resigned as Corporate Secretary. This resignation did not involve any disagreement with the Company. Ms. Yinuo “Rachel” Jiang succeeded her to serve as Corporate Secretary until the next annual meeting of the shareholders and/or until she, or her successor is duly appointed. On January 12, 2021, Mr. John L. Ogden resigned as a Board member. This resignation did not involve any disagreement with the Company. Mr. Kyle W. Withrow, the Company’s President and Chief Executive Officer, succeeded him as a director until the next annual meeting of the shareholders and/or until he, or his successor is duly appointed. On April 6, 2021, Mr. E. William Withrow Jr. resigned as Executive Chairman of the Board. His resignation did not involve any disagreement with the Company. Mr. Clive Oosthuizen, a Board member, and the President of the Company’s subsidiary, Enigma-Bulwark Risk Management, Inc., succeeded him. On April 6, 2021, Mr. Kyle W. Withrow resigned as the Company President and Chief Executive Officer, and as a Board member. His resignation did not involve any disagreement with the Company. Mr. Oosthuizen succeeded him as President and Chief Executive Officer until the next annual meeting of the shareholders and/or until he, or his successor, is duly appointed. The vacant Board member seat resulting from Mr. Withrow’s resignation will remain open until a new member is elected at the next annual meeting of the shareholders, or is duly appointed by the Board. On April 12, 2021, Mr. David Rocke resigned as a Board member and consultant. His resignation was preceded by the Company’s inquiry into Mr. Rocke’s performance in connection with his Consulting Agreement dated May 1, 2019. The vacant Board member seat resulting from Mr. Rocke’s resignation will remain open until a new member is elected at the next annual meeting of the shareholders, or is duly appointed by the Board. On April 12, 2021, Mr. Michael Gabriele resigned as President of Enigma-Bulwark Risk Management, Inc. and its subsidiaries. His resignation did not involve any disagreement with the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Policies | |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated 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 consolidated 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. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated 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 consolidated financial statements in the period it is determined to be necessary. Actual results could differ from these estimates. |
Fair Value Hierarchy | Fair Value Hierarchy The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: Level 1: Level 2: Level 3: The Company’s investment in securities are classified as Level 1 assets, and were valued using the quoted prices in the active market (Note 3). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of March 31, 2016, and December 31, 2015, respectively, the carrying values of Company’s Level 1 financial instruments including cash and cash equivalents, investments in securities, accounts receivable, accounts payable, and short-term debt approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. |
Cash and Cash Equivalents | 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 March 31, 2016, and December 31, 2015, the Company had no cash equivalents. |
Foreign Currency Translation | 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, the British Pound, and is translated into the reporting currency as follows: (i) (ii) (iii) 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 consolidated statements of operations as other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to stockholders’ equity. During the three months ended March 31, 2016 and 2015, respectively, exchange differences of $0 and $4,541 were recognized. As of March 31, 2016 and 2015, respectively, exchange differences of $7,079 and $8,683 have been accumulated. The following represents the accumulated unrealized exchange differences, which are excluded from earnings and reflected as a component of other comprehensive income: Unrealized Foreign Currency Exchange Balance, December 31, 2014 $ 4,142 Unrealized exchange differences during period 4,541 Balance, March 31, 2015 $ 8,683 Balance, December 31, 2015 $ 7,079 Unrealized exchange differences during period -- Balance, March 31, 2016 $ 7,079 |
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. |
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. |
Intangible Assets | Intangible Assets Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives of 4 to 20 years. Application development stage costs for significant internally developed software projects are capitalized and amortized on a straight-line basis over the useful life of 2 to 5 years. Costs to extend and maintain patents and trademarks are charged directly to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets 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. Due to the Company’s recurring losses and lack of revenue from its intellectual properties, its intellectual properties were evaluated for impairment, and it was determined that its intellectual property, with a carrying value of $3,340,027, was impaired. As a result, an impairment loss of $3,340,027 was recognized for the period ended March 31, 2016. |
Convertible Debt | Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method. |
Revenue Recognition | 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. The Company has continuing revenue from limited customer contracts for its tracking units and system. In addition, the Company provides consulting services as an additional revenue source. As of March 31, 2016, the Company has not commenced its principal operations, generating limited test sales of its security product line. |
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. As of March 31, 2016, the Company had not yet filed its 2013 through 2015 annual corporate income tax returns, which were filed in April 2022. Due to the Company’s recurring losses, no corporate income taxes are due for these periods. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common 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. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Other comprehensive income includes unrealized gains and losses on securities available for sale, and unrealized gains and losses resulting from foreign exchange differences. During the three months ended March 31, 2016 and 2015, respectively, other comprehensive income (losses) of $120,619 and ($12,346) have been recognized. As of March 31, 2016 and 2015, respectively, other comprehensive income (loss) of $1,321,821 and ($3,379) has been accumulated . Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2014 $ 4,142 $ 4,825 $ 8,967 Gain (loss) 4,541 (16,887 ) (12,346 ) Balance, March 31, 2015 $ 8,683 $ (12,062 ) $ (3,379 ) Balance, December 31, 2015 $ 7,079 $ 1,194,123 $ 1,201,202 Gain (loss) -- 120,619 120,619 Balance, March 31, 2016 $ 7,079 $ 1,314,712 $ 1,321,821 |
Stock Based Compensation | Stock Based Compensation The Company records stock-based compensation 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. |
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 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. 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 the Company’s consolidated 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. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 is part of the Simplification Initiative, and its objective is to simplify the measurement of inventory. This Update applies to inventory that is measured using FIFO or average cost, and requires an entity measure inventory at the lower of cost and net realizable value. The amendments in this Update are effective for the Company’s consolidated financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. In September 2015, the FASB issued ASU 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments. ASU 2015-16 is part of the Simplification Initiative, and eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. Not Yet Adopted: In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10: Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition, measurement, presentation and disclosure of financial instruments. Among other changes, there will no longer be an available-for-sale classification for which changes in fair value are currently reported in other comprehensive income for equity securities with readily determinable fair values. Equity investments with readily determinable fair values will be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 will be effective for the Company beginning January 1, 2018, with early adoption not permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The ASU will be effective for the Company beginning January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. Recently Issued Accounting Standards Updates: There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Significant Accounting Polici_3
Significant Accounting Policies: Foreign Currency Translation: Schedule of Foreign Currency Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Foreign Currency Transactions | Unrealized Foreign Currency Exchange Balance, December 31, 2014 $ 4,142 Unrealized exchange differences during period 4,541 Balance, March 31, 2015 $ 8,683 Balance, December 31, 2015 $ 7,079 Unrealized exchange differences during period -- Balance, March 31, 2016 $ 7,079 |
Significant Accounting Polici_4
Significant Accounting Policies: Other Comprehensive Income (Loss): Schedule of Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Comprehensive Income (Loss) | Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2014 $ 4,142 $ 4,825 $ 8,967 Gain (loss) 4,541 (16,887 ) (12,346 ) Balance, March 31, 2015 $ 8,683 $ (12,062 ) $ (3,379 ) Balance, December 31, 2015 $ 7,079 $ 1,194,123 $ 1,201,202 Gain (loss) -- 120,619 120,619 Balance, March 31, 2016 $ 7,079 $ 1,314,712 $ 1,321,821 |
Property and Equipment_ Schedul
Property and Equipment: Schedule of Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Property and Equipment | March 31, 2016 December 31, 2015 Office equipment $ 2,362 $ 2,362 Accumulated depreciation (354 ) (236 ) Property and equipment, net $ 2,008 $ 2,126 |
Intangible Assets_ Schedule of
Intangible Assets: Schedule of Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Intangible Assets | March 31, 2016 December 31, 2015 Intellectual property, unencumbered $ 2,156,245 $ 2,156,245 Accumulated amortization (167,370 ) (167,370 ) Impairment losses (1,988,875 ) -- Intellectual property, unencumbered, net -- 1,988,875 Intellectual property, pledged to creditors 1,567,060 1,567,060 Accumulated amortization (215,908 ) (215,908 ) Impairment losses (1,351,152 ) -- Intellectual property, pledged to creditors, net $ -- $ 1,351,152 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses: Schedule of Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Accounts Payable and Accrued Expenses | March 31, 2016 December 31, 2015 Accounts payable-vendors $ 666,052 $ 745,094 Accrued payroll and taxes 44,995 146,466 Accrued interest 385,176 348,910 Total accounts payable and accrued expenses $ 1,096,223 $ 1,240,470 |
Notes and Loans Payable_ Schedu
Notes and Loans Payable: Schedule of Notes and Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Notes and Loans Payable | March 31, 2016 December 31, 2015 Loans payable $ 44,605 $ 44,605 Notes payable, short term 125,000 125,000 Total notes and loans payable 169,605 169,605 Notes payable, short-term, convertible 688,755 688,755 Total $ 858,360 $ 858,360 |
Notes and Loans Payable_ Sche_2
Notes and Loans Payable: Schedule of Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Convertible Debt | Description Principal Interest Rate (%) Conversion Rate Maturity Date Kasper Group, Ltd. $ 188,755 7 $0.05 1 year from demand [1] Matrix Advisors, Inc. 500,000 5 $0.25 12/31/2015 [2] Total convertible notes payable $ 688,755 [1] No demand has been made [2] No change in terms of promissory note due to breach. The debt was converted in November 2021. |
Related Party Transactions_ Sch
Related Party Transactions: Schedule of Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Related Party Transactions | March 31, 2016 December 31, 2015 Notes payable, convertible, short-term $ 500,230 $ 500,230 Notes payable, long-term, secured 2,000,000 2,000,000 Less: unamortized discount (233,149 ) (254,716 ) Total long-term notes payable, secured, net of discount 1,766,851 1,745,284 Notes payable, convertible, long-term, subordinate 1,175,330 1,022,079 Less: unamortized discount (10,375 ) (13,833 ) Total long-term convertible notes payable, unsecured, net of discount 1,164,955 1,008,246 Total long-term notes payable 2,931,806 2,753,530 Total notes payable 3,432,036 3,253,760 Accrued compensation 236,550 206,550 Reimbursable expenses/cash advances payable 68,716 56,077 Total related party payable 305,266 262,627 Total related party transactions $ 3,737,302 $ 3,516,387 |
Related Party Transactions_ S_2
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable-Related Party | Description Principal Interest Rate (%) Conversion Rate Maturity Date Short-term: Huntington Chase Financial Group $ 313,913 7 $0.05 1 year from demand [1] Adrian Pegler 100,000 7 $0.07 1 year from demand [1] William Nesbitt 86,317 5 $0.05 Funding [2] Total short-term 500,230 Long-term: Huntington Chase Financial Group 503,000 5 $0.05 12/31/2021 E. William Withrow Jr. 408,330 5 $0.05 12/31/2021 John Macey 264,000 4 $0.25 12/31/2023 Total 1,175,330 Less: unamortized discount (10,375 ) Total long-term 1,164,955 Total convertible notes payable $ 1,665,185 |
Stock Options and Awards_ Sched
Stock Options and Awards: Schedule of Outstanding and Exercisable Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Outstanding and Exercisable Stock 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 0.05 $ 240,000 $3.20 $3.20 102,500 5.05 328,000 $3.20 $2.00 150,000 0.60 300,000 $2.65 327,500 $ 868,000 $2.65 |
Stock Options and Awards_ Sch_2
Stock Options and Awards: Schedule of Stock Options Activity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Stock Options Activity | Options Activity Number Weighted Average of Shares Exercise Price Outstanding at December 31, 2015 327,500 $2.65 Granted -- -- Exercised -- -- Expired / Cancelled -- -- Outstanding at March 31, 2016 327,500 $2.65 |
Stock Options and Awards_ Sch_3
Stock Options and Awards: Schedule of Restricted Stock Awards Activity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Restricted Stock Awards Activity | Restricted Stock Awards Activity Number of Deferred Shares Compensation Outstanding at December 31, 2014 2,756,252 $ 642,304 Granted 250,000 57,250 Vested (2,433,331 ) (595,482 ) Forfeited/Canceled -- -- Outstanding at December 31, 2015 572,921 104,072 Granted -- -- Vested (156,252 ) (4,236 ) Forfeited/Canceled -- -- Outstanding at March 31, 2016 416,669 $ 99,836 |
Error Correction_ Schedule of E
Error Correction: Schedule of Error Corrections (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Error Corrections | As previously reported December 31, 2015 Adjustments As restated December 31, 2015 CONSOLIDATED BALANCE SHEETS Assets Current assets $ 15,871 $ -- $ 15,871 Non-current assets 4,554,785 -- 4,554,785 Total assets $ 4,570,656 $ -- $ 4,570,656 Liabilities Current liabilities Accounts payable and accrued expenses $ 1,272,819 $ (32,349 ) [1] $ 1,240,470 Notes payable-short term convertible-related party 787,837 (287,607 ) [2] 500,230 Other current liabilities 1,345,987 -- 1,345,987 Total current liabilities 3,406,643 (319,956 ) 3,086,687 Long-term liabilities 2,753,530 -- 2,753,530 Total liabilities 6,160,173 (319,956 ) 5,840,217 Stockholders' deficit Accumulated deficit (13,780,583 ) 319,956 [3] [4] (13,460,627 ) Other equity 12,191,066 -- 12,191,066 Total stockholders' deficit (1,589,517 ) 319,956 (1,269,561 ) Total liabilities and stockholders' deficit $ 4,570,656 $ -- $ 4,570,656 CONSOLIDATED STATEMENTS OF OPERATIONS Operating loss $ (1,850,012 ) $ -- $ (1,850,012 ) Other income (expenses) Gain on extinguished debt -- 305,576 [3] 305,576 Interest expense (141,500 ) 14,380 [4] (127,120 ) Other income (expenses) (93,341 ) -- (93,341 ) Total other income (expenses) (234,841 ) 319,956 85,115 Net loss (2,084,853 ) 319,956 (1,764,897 ) Net comprehensive loss 1,192,235 -- 1,192,235 Net loss and comprehensive loss $ (892,618 ) $ 319,956 $ (572,662 ) Net loss per share - basic and diluted $ (0.03 ) $ -- $ (0.03 ) [1] Cumulative correction to accrued interest [2] Cumulative correction to principal portion of promissory note [3] Cumulative correction to principal portion of promissory note [2] and changes to interest expense through 2014 of $17,968 [4] Correction for changes to 2015 interest expense |
Overview and Nature of Busine_2
Overview and Nature of Business: Going Concern (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Details | |||
Net Loss | $ 3,082,758 | $ 214,357 | |
Accumulated Deficit | 16,664,004 | $ 13,460,627 | |
Working Capital Deficit | $ 2,751,536 |
Significant Accounting Polici_5
Significant Accounting Policies: Foreign Currency Translation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Details | ||
Foreign Currency Exchange Differences, Current Period | $ 0 | $ 4,541 |
Foreign Currency Exchange Differences | $ 7,079 | $ 8,683 |
Significant Accounting Polici_6
Significant Accounting Policies: Foreign Currency Translation: Schedule of Foreign Currency Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Balance, Ending | $ 7,079 | $ 8,683 |
Unrealized Foreign Currency Exchange | ||
Balance, Beginning | 7,079 | 4,142 |
Unrealized exchange differences during period | 0 | 4,541 |
Balance, Ending | $ 7,079 | $ 8,683 |
Significant Accounting Polici_7
Significant Accounting Policies: Property and Equipment (Details) | Mar. 31, 2016 |
Minimum | |
Useful Life (Yrs) | 5 years |
Maximum | |
Useful Life (Yrs) | 7 years |
Significant Accounting Polici_8
Significant Accounting Policies: Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Minimum | |
Useful Life (Yrs) | 4 years |
Useful Life (Yrs) | 2 years |
Maximum | |
Useful Life (Yrs) | 20 years |
Useful Life (Yrs) | 5 years |
Significant Accounting Polici_9
Significant Accounting Policies: Impairment of Long-Lived Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Details | |||
Intellectual Property, Impaired, Carrying Value | $ 3,340,027 | $ 3,340,027 | |
Intellectual Property, Impaired, Impairment Losses | $ 3,340,027 | $ 3,340,027 | $ 0 |
Significant Accounting Polic_10
Significant Accounting Policies: Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Details | ||
Comprehensive Income (Loss) | $ 120,619 | $ (12,346) |
Comprehensive Income (Loss) | $ 1,321,821 | $ (3,379) |
Significant Accounting Polic_11
Significant Accounting Policies: Other Comprehensive Income (Loss): Schedule of Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Unrealized Foreign Currency Exchange | ||
Balance, Beginning | $ 7,079 | $ 4,142 |
Gain (loss) | 0 | 4,541 |
Balance, Ending | 7,079 | 8,683 |
Unrealized Securities Gains (Losses) | ||
Balance, Beginning | 1,194,123 | 4,825 |
Gain (loss) | 120,619 | (16,887) |
Balance, Ending | 1,314,712 | (12,062) |
AOCI | ||
Balance, Beginning | 1,201,202 | 8,967 |
Gain (loss) | 120,619 | (12,346) |
Balance, Ending | $ 1,321,821 | $ (3,379) |
Investment in Securities (Detai
Investment in Securities (Details) | Mar. 31, 2016 shares |
OTC:AZFL Common Stock | |
Securities, Shares Held | 12,061,854 |
Investment in Securities_ Curre
Investment in Securities: Current Period Gain (Loss) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
OTC:AZFL Common Stock | ||
Securities, Unrealized Gain (Loss) | $ 120,619 | $ (16,887) |
Investment in Securities_ Cumul
Investment in Securities: Cumulative Unrealized Gains (Losses) (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
OTC:AZFL Common Stock | ||
Securities, Unrealized Gain (Loss), Cumulative | $ 1,314,742 | $ 1,194,123 |
Investment in Securities_ Fair
Investment in Securities: Fair Value (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
OTC:AZFL Common Stock | ||
Securities, Fair Value | $ 1,326,804 | $ 1,206,185 |
Property and Equipment_ Sched_2
Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Office Equipment | $ 2,362 | $ 2,362 |
Accumulated Depreciation | (354) | (236) |
Property and Equipment, Net | $ 2,008 | $ 2,126 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Details | ||
Depreciation Expense | $ 118 | $ 0 |
Intangible Assets_ Schedule o_2
Intangible Assets: Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Intellectual Property, Unencumbered | $ 2,156,245 | $ 2,156,245 |
Accumulated Amortization | (167,370) | (167,370) |
Impairment Losses | (1,988,875) | 0 |
Intellectual Property, Unencumbered, Net | 0 | 1,988,875 |
Intellectual Property, Pledged to Creditors | 1,567,060 | 1,567,060 |
Accumulated Amortization | (215,908) | (215,908) |
Impairment Losses | (1,351,152) | 0 |
Intellectual Property, Pledged to Creditors, Net | $ 0 | $ 1,351,152 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Intellectual Property, Unencumbered | ||
Impairment Losses | $ 1,988,875 | $ 0 |
Intellectual Property, Pledged to Creditors | ||
Impairment Losses | 1,351,152 | 0 |
Impairment Losses | $ 3,340,027 | $ 0 |
Intangible Assets_ Amortization
Intangible Assets: Amortization Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Details | ||
Amortization Expense | $ 0 | $ 45,855 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses: Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Accounts Payable-Vendors | $ 666,052 | $ 745,094 |
Accrued Payroll and Taxes | 44,995 | 146,466 |
Accrued Interest | 385,176 | 348,910 |
Total Accounts Payable and Accrued Expenses | $ 1,096,223 | $ 1,240,470 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses (Details) | 3 Months Ended |
Mar. 31, 2016 USD ($) | |
Accounts Payable-Vendors | |
Gain (Loss) on Extinguishment of Debt | $ 33,075 |
Accrued Payroll Taxes | |
Gain (Loss) on Extinguishment of Debt | 145,711 |
Gain (Loss) on Extinguishment of Debt | $ 178,786 |
Deferred Revenue (Details)
Deferred Revenue (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 USD ($) | Dec. 31, 2014 USD ($) | |
Details | ||
Service Agreement, Date | Jun. 30, 2014 | |
Service Agreement, Revenue Received | $ 450,000 | |
Service Agreement, Term (Mos) | 12 | |
Service Agreement, Deferred Revenue Recognized | $ 225,000 | $ 225,000 |
Notes and Loans Payable_ Sche_3
Notes and Loans Payable: Schedule of Notes and Loans Payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Loans Payable | $ 44,605 | $ 44,605 |
Notes Payable-Short Term | 125,000 | 125,000 |
Total notes and loans payable | 169,605 | 169,605 |
Notes Payable-Short Term-Convertible | 688,755 | 688,755 |
Total Notes and Loans Payable | $ 858,360 | $ 858,360 |
Notes and Loans Payable_ Sche_4
Notes and Loans Payable: Schedule of Convertible Debt (Details) | 3 Months Ended |
Mar. 31, 2016 USD ($) $ / shares | |
Convertible Note, 7% | |
Principal | $ | $ 188,755 |
Interest Rate (%) | 7% |
Conversion Rate | $ / shares | $ 0.05 |
Maturity Date | 1 year from demand |
Convertible Note, 5% | |
Principal | $ | $ 500,000 |
Interest Rate (%) | 5% |
Conversion Rate | $ / shares | $ 0.25 |
Maturity Date | 12/31/2015 |
Notes and Loans Payable_ Accrue
Notes and Loans Payable: Accrued Interest (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Interest Expense | $ 16,259 | $ 65,213 |
Accrued Interest | $ 244,649 | $ 228,390 |
Related Party Transactions_ S_3
Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Notes payable, convertible, short-term | $ 500,230 | $ 500,230 |
Notes Payable-Long-Term-Secured | 2,000,000 | 2,000,000 |
Less: Unamortized Discount | (233,149) | (254,716) |
Total Long-Term Notes Payable, Secured, Net of Discount | 1,766,851 | 1,745,284 |
Notes payable, convertible, long-term, subordinate | 1,175,330 | 1,022,079 |
Less: Unamortized Discount | (10,375) | (13,833) |
Total long-term convertible notes payable, unsecured, net of discount | 1,164,955 | 1,008,246 |
Total long-term notes payable | 2,931,806 | 2,753,530 |
Total notes payable | 3,432,036 | 3,253,760 |
Accrued Compensation | 236,550 | 206,550 |
Reimbursed Expenses and Cash Advances Payable | 68,716 | 56,077 |
Total Related Party Payable | 305,266 | 262,627 |
Total related party transactions | $ 3,737,302 | $ 3,516,387 |
Related Party Transactions_ S_4
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Details) | 3 Months Ended |
Mar. 31, 2016 USD ($) $ / shares | |
Huntington Chase Financial Group | |
Convertible Notes Payable, Principal | $ 313,913 |
Convertible Notes Payable, Interest Rate | 7% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | 1 year from demand |
Adrian Pegler | |
Convertible Notes Payable, Principal | $ 100,000 |
Convertible Notes Payable, Interest Rate | 7% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.07 |
Convertible Notes Payable, Maturity | 1 year from demand |
William Nesbitt | |
Convertible Notes Payable, Principal | $ 86,317 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | Funding |
Huntington Chase Financial Group | |
Convertible Notes Payable, Principal | $ 503,000 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | 12/31/2021 |
Edward W. Withrow Jr | |
Convertible Notes Payable, Principal | $ 408,330 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | 12/31/2021 |
John Macey | |
Convertible Notes Payable, Principal | $ 264,000 |
Convertible Notes Payable, Interest Rate | 4% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.25 |
Convertible Notes Payable, Maturity | 12/31/2023 |
Unamortized Discount | |
Convertible Notes Payable, Principal | $ (10,375) |
Related Party Transactions_ Int
Related Party Transactions: Interest Rates (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Minimum | |
Convertible Notes Payable, Interest Rate | 5% |
Maximum | |
Convertible Notes Payable, Interest Rate | 7% |
Related Party Transactions_ Con
Related Party Transactions: Conversion Price (Details) | Mar. 31, 2016 $ / shares |
Minimum | |
Convertible Notes Payable, Conversion Price | $ 0.05 |
Maximum | |
Convertible Notes Payable, Conversion Price | $ 0.25 |
Related Party Transactions_ Sum
Related Party Transactions: Summary (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Due to Related Parties, Beginning of Period | $ 3,516,387 | |
Increase (Decrease) During Period, Net | 220,915 | $ 322,607 |
Due to Related Parties, End of Period | $ 3,737,302 |
Related Party Transactions_ Tot
Related Party Transactions: Total (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Due to Related Parties, End of Period | $ 3,737,302 | |
Due to Related Parties, Beginning of Period | 3,516,387 | |
Increase (Decrease) During Period, Net | $ 220,915 | $ 322,607 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Due to Related Parties, End of Period | $ 3,737,302 | |
Due to Related Parties, Beginning of Period | 3,516,387 | |
Increase (Decrease) During Period, Net | 220,915 | $ 322,607 |
Unamortized Discounts | ||
Due to Related Parties, End of Period | 243,524 | |
Due to Related Parties, Beginning of Period | 268,549 | |
Increase (Decrease) During Period, Net | 25,025 | 72,672 |
Loans Payable | ||
Due to Related Parties, End of Period | 3,423,036 | |
Due to Related Parties, Beginning of Period | 3,253,760 | |
Increase (Decrease) During Period, Net | 153,251 | 284,889 |
Accrued Compensation | ||
Due to Related Parties, End of Period | 236,550 | |
Due to Related Parties, Beginning of Period | 206,550 | |
Increase (Decrease) During Period, Net | 30,000 | 88,050 |
Reimb Exp/Cash Advances | ||
Due to Related Parties, End of Period | 68,716 | |
Due to Related Parties, Beginning of Period | 56,077 | |
Increase (Decrease) During Period, Net | $ 12,639 | $ (123,004) |
Related Party Transactions_ Pro
Related Party Transactions: Promissory Notes (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Increase (Decrease) During Period, Net | $ 220,915 | $ 322,607 |
Promissory Notes | ||
Increase (Decrease) During Period, Net | 178,276 | 645,168 |
Increase (Decrease), Notes Payable | 153,251 | 572,496 |
Increase (Decrease), BCF Discounts | 0 | 20,750 |
Increase (Decrease), Discount Amortization | $ 25,025 | $ 93,422 |
Related Party Transactions_ Acc
Related Party Transactions: Accrued Compensation (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Increase (Decrease) During Period, Net | $ 220,915 | $ 322,607 |
Accrued Compensation | ||
Increase (Decrease), Accrued Compensation | 183,251 | 722,946 |
Increase (Decrease), Accrued Compensation, Converted to Note Payable | (153,251) | (572,496) |
Increase (Decrease), Payments to Related Parties | 0 | (62,400) |
Increase (Decrease) During Period, Net | $ 30,000 | $ 88,050 |
Related Party Transactions_ Rei
Related Party Transactions: Reimb Expenses & Cash Advances (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Increase (Decrease) During Period, Net | $ 220,915 | $ 322,607 |
Reimb Exp/Cash Advances | ||
Increase (Decrease) During Period, Net | 12,639 | (123,004) |
Increase (Decrease), Cash Advances | 12,639 | 17,582 |
Increase (Decrease), Payments to Related Parties | $ 0 | $ (140,586) |
Related Party Transactions_ A_2
Related Party Transactions: Accrued Interest (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Accrued Interest, Related Party, Current Period | $ 20,007 | $ 57,467 |
Accrued Interest, Related Party | $ 140,527 | $ 120,520 |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 69,382,753 | 69,516,089 |
Capital Stock_ Activity (Detail
Capital Stock: Activity (Details) | 3 Months Ended |
Mar. 31, 2016 USD ($) | |
Common Stock, Shares | |
Shares Issued, Stock Awards | 133,336 |
Paid In Capital | |
Shares Issued, Stock Awards | 134 |
Subscriptions Canceled | $ 100 |
Subscriptions Receivable | |
Subscriptions Canceled | $ (100) |
Capital Stock_ Deferred Compens
Capital Stock: Deferred Compensation (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 USD ($) | Dec. 31, 2015 USD ($) | Mar. 31, 2016 USD ($) | Dec. 31, 2015 USD ($) | |
Details | ||||
Deferred Compensation, Current Period Amortization | $ 4,236 | $ 595,482 | ||
Deferred Compensation, Balance | $ 99,836 | $ 104,072 | ||
Deferred Compensation, Amortization Period, Months | 9 | 9 |
Stock Options and Awards_ Stock
Stock Options and Awards: Stock Options, Vested and Non-Vested (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Stock Options, Issued and Outstanding | 327,500 | 327,500 |
Stock Options and Awards_ Sch_4
Stock Options and Awards: Schedule of Outstanding and Exercisable Stock Options (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
$3.20 | ||
Stock Options, Number of Outstanding Options | 75,000 | |
Stock Options, Remaining Contractual Term | 18 days | |
Stock Options, Exercise Price x Shares | $ 240,000 | |
Stock Options, Weighted Average Exercise Price | $ 3.20 | |
$3.20 | ||
Stock Options, Number of Outstanding Options | 102,500 | |
Stock Options, Remaining Contractual Term | 5 years 18 days | |
Stock Options, Exercise Price x Shares | $ 328,000 | |
Stock Options, Weighted Average Exercise Price | $ 3.20 | |
$2.00 | ||
Stock Options, Number of Outstanding Options | 150,000 | |
Stock Options, Remaining Contractual Term | 7 months 6 days | |
Stock Options, Exercise Price x Shares | $ 300,000 | |
Stock Options, Weighted Average Exercise Price | $ 2.65 | |
Stock Options, Number of Outstanding Options | 327,500 | 327,500 |
Stock Options, Exercise Price x Shares | $ 868,000 | |
Stock Options, Weighted Average Exercise Price | $ 2.65 |
Stock Options and Awards_ Sch_5
Stock Options and Awards: Schedule of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2016 shares | |
Stock Options | |
Stock Options, Outstanding | 327,500 |
Stock Options, Granted | 0 |
Stock Options, Exercised | 0 |
Stock Options, Expired/Canceled | 0 |
Stock Options, Outstanding | 327,500 |
Weighted Average Exercise Price | |
Stock Options, Outstanding | 2.65 |
Stock Options, Granted | 0 |
Stock Options, Exercised | 0 |
Stock Options, Expired/Canceled | 0 |
Stock Options, Outstanding | 2.65 |
Stock Options and Awards_ Restr
Stock Options and Awards: Restricted Stock Awards (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 USD ($) shares | Dec. 31, 2015 USD ($) shares | |
Details | ||
Restricted Stock Award, Grants, Shares | shares | 0 | 250,000 |
Restricted Stock Award, Grants, Value | $ | $ 0 | $ 57,250 |
Restricted Stock Award, Vested, Shares | shares | 156,252 | 2,433,331 |
Restricted Stock Award, Vested, Value | $ | $ 4,236 | $ 595,482 |
Restricted Stock Award, Unvested, Shares | shares | 416,669 | 572,921 |
Restricted Stock Award, Unvested, Value | $ | $ 99,836 | $ 104,072 |
Restricted Stock Award, Unvested, Future Expense, Term (Months) | 9 |
Stock Options and Awards_ Sch_6
Stock Options and Awards: Schedule of Restricted Stock Awards Activity (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock Award | ||
Restricted Stock Awards, Outstanding | 572,921 | 2,756,252 |
Restricted Stock Awards, Granted | 0 | 250,000 |
Restricted Stock Awards, Vested | (156,252) | (2,433,331) |
Restricted Stock Awards, Forfeited/Canceled | 0 | 0 |
Restricted Stock Awards, Outstanding | 416,669 | 572,921 |
Deferred Compensation | ||
Restricted Stock Awards, Outstanding | 104,072 | 642,304 |
Restricted Stock Awards, Granted | 0 | 57,250 |
Restricted Stock Awards, Vested | (4,236) | (595,482) |
Restricted Stock Awards, Forfeited/Canceled | 0 | 0 |
Restricted Stock Awards, Outstanding | 99,836 | 104,072 |
Error Correction_ Schedule of_2
Error Correction: Schedule of Error Corrections (Details) | Dec. 31, 2015 USD ($) $ / shares |
As Previously Reported | |
Assets | |
Current assets | $ 15,871 |
Non-current assets | 4,554,785 |
Total assets | 4,570,656 |
Current liabilities | |
Accounts payable and accrued expenses | 1,272,819 |
Notes payable-short term convertible-related party | 787,837 |
Other current liabilities | 1,345,987 |
Total current liabilities | 3,406,643 |
Long-term liabilities | 2,753,530 |
Total liabilities | 6,160,173 |
Stockholders' deficit | |
Accumulated deficit | (13,780,583) |
Other equity | 12,191,066 |
Total stockholders' deficit | (1,589,517) |
Total liabilities and stockholders' deficit | 4,570,656 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Operating loss | (1,850,012) |
Other income (expenses) | |
Gain on extinguished debt | 0 |
Interest expense | (141,500) |
Other income (expenses) | (93,341) |
Total other income (expenses) | (234,841) |
Net loss | (2,084,853) |
Net comprehensive loss | 1,192,235 |
Net loss and comprehensive loss | $ (892,618) |
Net loss per share - basic and diluted | $ / shares | $ (0.03) |
Adjustments | |
Assets | |
Current assets | $ 0 |
Non-current assets | 0 |
Total assets | 0 |
Current liabilities | |
Accounts payable and accrued expenses | (32,349) |
Notes payable-short term convertible-related party | (287,607) |
Other current liabilities | 0 |
Total current liabilities | (319,956) |
Long-term liabilities | 0 |
Total liabilities | (319,956) |
Stockholders' deficit | |
Accumulated deficit | 319,956 |
Other equity | 0 |
Total stockholders' deficit | 319,956 |
Total liabilities and stockholders' deficit | 0 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Operating loss | 0 |
Other income (expenses) | |
Gain on extinguished debt | 305,576 |
Interest expense | 14,380 |
Other income (expenses) | 0 |
Total other income (expenses) | 319,956 |
Net loss | 319,956 |
Net comprehensive loss | 0 |
Net loss and comprehensive loss | $ 319,956 |
Net loss per share - basic and diluted | $ / shares | $ 0 |
As Restated | |
Assets | |
Current assets | $ 15,871 |
Non-current assets | 4,554,785 |
Total assets | 4,570,656 |
Current liabilities | |
Accounts payable and accrued expenses | 1,240,470 |
Notes payable-short term convertible-related party | 500,230 |
Other current liabilities | 1,345,987 |
Total current liabilities | 3,086,687 |
Long-term liabilities | 2,753,530 |
Total liabilities | 5,840,217 |
Stockholders' deficit | |
Accumulated deficit | (13,460,627) |
Other equity | 12,191,066 |
Total stockholders' deficit | (1,269,561) |
Total liabilities and stockholders' deficit | 4,570,656 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Operating loss | (1,850,012) |
Other income (expenses) | |
Gain on extinguished debt | 305,576 |
Interest expense | (127,120) |
Other income (expenses) | (93,341) |
Total other income (expenses) | 85,115 |
Net loss | (1,764,897) |
Net comprehensive loss | 1,192,235 |
Net loss and comprehensive loss | $ (572,662) |
Net loss per share - basic and diluted | $ / shares | $ (0.03) |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2016 USD ($) $ / shares shares | |
Related Party Transactions | |
Related Party Loans, Beginning, Date | Apr. 01, 2016 |
Related Party Loans, Increase | $ 2,392,163 |
Related Party Loans, Total, Beginning | 3,737,302 |
Related Party Loans, Total, Ending | $ 6,004,868 |
Related Party Loans, Ending, Date | Dec. 31, 2022 |
Related Party Loans, Increase, Promissory Notes, Total | $ 2,057,135 |
Related Party Loans, Increase, Promissory Notes, From Non-Related Party | 299,750 |
Related Party Loans, Decrease, Promissory Notes, To Non-Related Party | 426,464 |
Related Party Loans, Increase, Promissory Notes, From Accrued Compensation | 5,278,235 |
Related Party Loans, Increase, Promissory Notes, BCF Discounts | 1,052,494 |
Related Party Loans, Decrease, Promissory Notes, Extinguished Debt | 2,000,000 |
Related Party Loans, Decrease, Promissory Notes, Unamortized Discounts | 985,140 |
Related Party Loans, Decrease, Promissory Notes, Payments for Stock | 5,500 |
Related Party Loans, Decrease, Promissory Notes, Conversion to Stock | 521,557 |
Related Party Loans, Decrease, Promissory Notes, Payments to Related Parties | 499,975 |
Related Party Loans, Increase, Accrued Compensation, Total | 242,173 |
Related Party Loans, Increase, Accrued Compensation | 5,637,880 |
Related Party Loans, Decrease, Accrued Compensation, To Promissory Notes | 5,278,235 |
Related Party Loans, Decrease, Accrued Compensation, To Non-Related Party | 55,000 |
Related Party Loans, Decrease, Accrued Compensation, Payments for Stock | 6,500 |
Related Party Loans, Decrease, Accrued Compensation, Payments To Related Parties | 55,972 |
Related Party Loans, Increase, Reimb Exps and Cash Advances, Total | $ 31,472 |
Related Party Transactions | Minimum | |
Related Party Loans, Interest Rates | 5 |
Related Party Loans, Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Related Party Transactions | Maximum | |
Related Party Loans, Interest Rates | 7 |
Related Party Loans, Convertible Notes Payable, Conversion Price | $ / shares | $ 0.25 |
Employment Agreement | |
Subsequent Event, Date | Oct. 01, 2018 |
Employment Agreement, Term (Yrs) | 3 |
Employment Agreement, Compensation (Yr) | $ 150,000 |
Employment Agreement, Stock Award, Shares | shares | 1,000,000 |
Employment Agreement, Stock Award, Shares, Value | $ 10,000 |
Employment Agreement, Stock Award, Per Share | $ / shares | $ 0.001 |
Stock Issuance | |
Subsequent Event, Date | Oct. 01, 2018 |
Stock Issuance, Shares | shares | 1,000,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 1,000 |
Intellectual Property Acquisition-Safer | |
Subsequent Event, Date | Oct. 11, 2018 |
Intellectual Property Acquisition, Cost, Shares | shares | 3,500,000 |
Intellectual Property Acquisition, Cost, Shares, Per Share | $ / shares | $ 0.001 |
Intellectual Property Acquisition, Cost, Shares, Cash | $ 3,500 |
Intellectual Property Acquisition, Earn Out, %, Maximum | $ 1,000,000 |
Stock Issuance | |
Subsequent Event, Date | Oct. 11, 2018 |
Stock Issuance, Shares | shares | 3,500,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 3,500 |
Consulting Agreement | |
Subsequent Event, Date | Nov. 01, 2018 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 150,000 |
Consulting Agreement, Stock Options, Shares | shares | 500,000 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.10 |
Consulting Agreement, Stock Options, Life (Yrs) | 5 |
Consulting Agreement, Stock Options, Vest Period (Mos) | 24 |
Consulting Agreement, Stock Options, Value, Black Scholes | $ 0 |
Consulting Agreement, Stock Options, Value, Black Scholes, Exp Term | 4.75 |
Consulting Agreement, Stock Options, Value, Black Scholes, Volatility | 35.59 |
Consulting Agreement, Stock Options, Value, Black Scholes, Risk Free Int Rate | 2.96 |
Consulting Agreement, Stock Options, Value, Black Scholes, Dividend Yield | 0 |
Consulting Agreement | |
Subsequent Event, Date | Nov. 01, 2018 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 240,000 |
Consulting Agreement, Stock Options, Value, Black Scholes, Exp Term | 4 |
Consulting Agreement, Stock Options, Value, Black Scholes, Volatility | 38.58 |
Consulting Agreement, Stock Options, Value, Black Scholes, Risk Free Int Rate | 2.15 |
Consulting Agreement, Stock Options, Value, Black Scholes, Dividend Yield | 0 |
IP Disposal / Promissory Note Cancellation | |
Subsequent Event, Date | Dec. 31, 2018 |
IP Disposal, Debt Cancellation, Gain | $ 2,000,000 |
Consulting Agreement | |
Subsequent Event, Date | May 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 150,000 |
Consulting Agreement, Stock Options, Shares | shares | 6,875,093 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.005 |
Consulting Agreement, Stock Options, Life (Yrs) | 5 |
Consulting Agreement, Profit Particpation, % | 12.50% |
Consulting Agreement, Stock Options, Value, Black Scholes | $ 39,875 |
Consulting Agreement, Compensation (Yr 1) | 180,000 |
Consulting Agreement, Compensation (Yr 2) | 210,000 |
Consulting Agreement, Compensation (Yr 3) | 240,000 |
Consulting Agreement, Signing Bonus | $ 25,000 |
Consulting Agreement | |
Subsequent Event, Date | May 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 175,000 |
Consulting Agreement, Stock Options, Shares | shares | 2,750,040 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.005 |
Consulting Agreement, Stock Options, Life (Yrs) | 5 |
Consulting Agreement, Stock Options, Value, Black Scholes, Exp Term | 4 |
Consulting Agreement, Stock Options, Value, Black Scholes, Volatility | 38.58 |
Consulting Agreement, Stock Options, Value, Black Scholes, Risk Free Int Rate | 2.15 |
Consulting Agreement, Stock Options, Value, Black Scholes, Dividend Yield | 0 |
Consulting Agreement, Profit Particpation, % | 12.50% |
Consulting Agreement, Stock Options, Value, Black Scholes | $ 15,950 |
Non-Compete Agreement | |
Subsequent Event, Date | Aug. 29, 2019 |
Non-Compete Agreement, Term (Yrs) | 5 |
Non-Compete Agreement, Stock Grant, Shares | shares | 6,667,000 |
Non-Compete Agreement, Stock Grant, Shares, Value | $ 66,670 |
Non-Compete Agreement, Stock Grant, Shares, Per Share | $ / shares | $ 0.001 |
Non-Compete Agreement, Non-Dilution, Percent | 7% |
Non-Compete Agreement, Non-Dilution, End Date | May 15, 2019 |
Non-Compete Agreement | |
Subsequent Event, Date | Aug. 29, 2019 |
Non-Compete Agreement, Term (Yrs) | 5 |
Non-Compete Agreement, Stock Grant, Shares | shares | 6,667,000 |
Non-Compete Agreement, Stock Grant, Shares, Value | $ 66,670 |
Non-Compete Agreement, Stock Grant, Shares, Per Share | $ / shares | $ 0.001 |
Non-Compete Agreement, Non-Dilution, Percent | 7% |
Non-Compete Agreement, Non-Dilution, End Date | May 15, 2019 |
Stock Issuance | |
Subsequent Event, Date | Aug. 29, 2019 |
Stock Issuance, Shares | shares | 13,334,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 13,334 |
Stock Issuance, Non-Dilution Provision, Shares | shares | 210,000 |
Stock Issuance, Non-Dilution Provision, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Non-Dilution Provision, Proceeds | $ 210 |
Entity Formation | |
Subsequent Event, Date | Aug. 30, 2019 |
Entity Formation, Name | Enigma-Bulwark Risk Management, Inc. |
Entity Formation, State | Delaware |
Entity Formation, Stock Acquired, Percent | 100% |
Entity Formation, Stock Acquired, Entity Name | Enigma-Bulwark Security, Inc. |
Entity Formation, Stock Acquired, State | Delaware |
Consulting Agreement | |
Subsequent Event, Date | Sep. 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Stock Options, Shares | shares | 1,250,000 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.05 |
Consulting Agreement, Stock Options, Life (Yrs) | 5 |
Consulting Agreement, Stock Options, Vest Period (Mos) | 36 |
Consulting Agreement, Stock Options, Value, Black Scholes, Exp Term | 5.75 |
Consulting Agreement, Stock Options, Value, Black Scholes, Volatility | 41.3 |
Consulting Agreement, Stock Options, Value, Black Scholes, Risk Free Int Rate | 1.84 |
Consulting Agreement, Stock Options, Value, Black Scholes, Dividend Yield | 0 |
Consulting Agreement, Issuing Subsidiary | Enigma-Bulwark Risk Management, Inc. |
Stock Issuance | |
Subsequent Event, Date | Sep. 20, 2019 |
Stock Issuance, Shares | shares | 4,010,470 |
Stock Issuance, Per Share | $ / shares | $ 0.005 |
Stock Issuance, Proceeds | $ 20,052 |
Consulting Agreement | |
Subsequent Event, Date | Oct. 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 100,000 |
Consulting Agreement, Stock Award, Shares | shares | 1,000,000 |
Consulting Agreement, Stock Award, Shares, Value | $ 10,000 |
Consulting Agreement, Stock Award, Per Share | $ / shares | $ 0.001 |
Stock Issuance | |
Subsequent Event, Date | Oct. 01, 2019 |
Stock Issuance, Shares | shares | 1,000,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 1,000 |
Stock Issuance | |
Subsequent Event, Date | Oct. 06, 2019 |
Stock Issuance, Shares | shares | 6,000,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 6,000 |
Stock Issuance, Value | $ 60,000 |
Non-Compete Agreement | |
Subsequent Event, Date | Oct. 10, 2019 |
Non-Compete Agreement, Term (Yrs) | 5 |
Non-Compete Agreement, Stock Grant, Shares | shares | 4,000,000 |
Non-Compete Agreement, Stock Grant, Shares, Value | $ 360,000 |
Non-Compete Agreement, Stock Grant, Shares, Per Share | $ / shares | $ 0.001 |
Non-Compete Agreement, Non-Dilution, Percent | 4.50% |
Stock Issuance | |
Subsequent Event, Date | Oct. 10, 2019 |
Stock Issuance, Shares | shares | 4,000,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 4,000 |
Stock Issuance | |
Subsequent Event, Date | Dec. 20, 2019 |
Stock Issuance, Shares | shares | 802,094 |
Stock Issuance, Per Share | $ / shares | $ 0.005 |
Stock Issuance, Proceeds | $ 4,010 |
Joint Venture | |
Subsequent Event, Date | Sep. 08, 2020 |
Joint Venture, Minority | Enigma-Bulwark Risk Management, Inc. |
Joint Venture, Majority | Prime African Security, Ltd |
Joint Venture, Name | Prime Enigma Africa (Pty) Ltd. |
Joint Venture, Majority, % | 51% |
Joint Venture, Minority, % | 49% |
Joint Venture, Term (Yrs) | 3 |
Stock Issuance | |
Subsequent Event, Date | Aug. 31, 2021 |
Stock Issuance, Shares | shares | 23,066,991 |
Stock Issuance, Conversion of Debt, Total | $ 1,238,251 |
Stock Issuance, Conversion of Debt, Amount | $ 941,096 |
Stock Issuance, Conversion of Debt, Conversion Price | $ / shares | $ 0.05 |
Stock Issuance, Conversion of Debt, Amount | $ 297,155 |
Stock Issuance, Conversion of Debt, Conversion Price | $ / shares | $ 0.07 |
Stock Issuance | |
Subsequent Event, Date | Nov. 05, 2021 |
Stock Issuance, Shares | shares | 2,785,205 |
Stock Issuance, Conversion of Debt, Amount | $ 696,301 |
Stock Issuance, Conversion of Debt, Conversion Price | $ / shares | $ 0.25 |
Stock Issuance | |
Subsequent Event, Date | Jan. 01, 2022 |
Stock Issuance, Shares | shares | 2,500,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 2,500 |