Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'Generation Zero Group, Inc. |
Document Type | '10-Q |
Document Period End Date | 30-Sep-14 |
Amendment Flag | 'false |
Entity Central Index Key | '0001390072 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 48,345,158 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
GENERATION_ZERO_GROUP_INC_Cons
GENERATION ZERO GROUP, INC. - Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
Current Assets: | ' | ' | ||
Cash | $5,685 | $17,767 | ||
Total Current Assets | 5,685 | 17,767 | ||
Intangible assets, net of amortization | 3,038,674 | 3,163,125 | ||
Total Assets | 3,044,359 | 3,180,892 | ||
Current liabilities: | ' | ' | ||
Accounts payable | 125,412 | 21,784 | ||
Accrued liabilities | 133,599 | 135,736 | ||
Current notes payable | 3,549,168 | 3,480,154 | ||
Short-term debt, related party | 44,444 | 50,095 | ||
Total Current Liabilities | 3,852,623 | 3,687,770 | ||
Notes payable, related party | 200,000 | [1] | 125,000 | [1] |
Notes payable | ' | [1] | ' | [1] |
Total Liabilities | 4,052,623 | 3,812,770 | ||
Stockholders' Equity (Deficit): | ' | ' | ||
Preferred Stock, Series A | 1 | [2] | 1 | [2] |
Preferred Stock, Series B | 0 | [3] | 0 | [3] |
Common stock | 48,345 | [4] | 44,365 | [4] |
Additional paid-in capital | 6,645,695 | 6,632,595 | ||
Deficit accumulated during the development stage | -7,702,305 | -7,308,839 | ||
Total Stockholders' deficit | -1,008,264 | -631,878 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $3,044,359 | $3,180,892 | ||
[1] | > 1 yr | |||
[2] | $0.001 par value, 10,000,000 shares authorized; 1,000 shares designated; 1,000 shares issued and outstanding | |||
[3] | $0.001 par value, 10,000,000 shares authorized; 2,000,000 shares designated; 0 shares issued and outstanding | |||
[4] | $0.001 par value; 100,000,000 shares authorized; 48,345,158 and 44,364,785 issued and outstanding |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 48,345,158 | 44,364,785 |
Common Stock, Shares Outstanding | 48,345,158 | 44,364,785 |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 1,000 | 1,000 |
Preferred Stock, Shares Issued | 1,000 | 1,000 |
Preferred Stock, Shares Outstanding | 1,000 | 1,000 |
GENERATION_ZERO_GROUP_INC_Cons1
GENERATION ZERO GROUP, INC.- Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 101 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Income Statement | ' | ' | ' | ' | ' |
Revenues | $14,132 | $1,253 | $65,350 | $1,253 | $494,957 |
Cost of Sales | 1,815 | ' | 1,815 | ' | 11,432 |
Gross Profit | 12,317 | 1,253 | 63,534 | 1,253 | 483,524 |
Operating Expenses: | ' | ' | ' | ' | ' |
General, selling and administrative | 66,376 | 48,219 | 225,039 | 153,679 | 1,320,772 |
Impairment of oil and gas properties | ' | ' | ' | ' | 32,520 |
Impairment of intangible assets | ' | ' | ' | ' | 1,186,666 |
Depreciation and amortization | 66,667 | 70,000 | 200,000 | 210,000 | 1,184,424 |
Total operating expenses | 133,043 | 118,219 | 425,039 | 363,679 | 3,724,382 |
Operating loss | -120,725 | -116,966 | -361,505 | -362,426 | -3,240,858 |
Other revenue and expenses: | ' | ' | ' | ' | ' |
Loss from discontinued operations | ' | ' | ' | ' | -1,788,987 |
Loss on abandonment of assets | ' | ' | ' | ' | -3,028 |
Forgiveness of debt | ' | ' | ' | 30,484 | 852,527 |
Interest expense | -11,889 | -18,227 | -31,961 | -51,623 | -3,521,959 |
Net loss | ($132,614) | ($135,193) | ($393,466) | ($383,565) | ($7,702,305) |
Basic and diluted net loss per common share | $0 | $0 | ($0.01) | ($0.01) | ' |
Weighted average common shares outstanding | 48,595,593 | 43,306,566 | 48,595,593 | 43,306,566 | ' |
GENERATION_ZERO_GROUP_INC_Cons2
GENERATION ZERO GROUP, INC.- Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 101 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($393,466) | ($383,565) | ($7,702,305) |
Adjustments to reconcile net loss to cash used: | ' | ' | ' |
Depreciation | ' | ' | 4,108 |
Amortization of debt discount | ' | ' | 2,712,732 |
Amortization of intangible assets | 200,000 | -210,000 | 1,180,000 |
Debt used for interest | ' | ' | 264 |
Impairment of oil and gas properties, increase decrease | ' | ' | 32,520 |
Impairment of intangible assets, increase decrease | ' | ' | 1,186,666 |
Stock issued for services | 16,375 | 11,950 | 47,675 |
Warrant expense | ' | ' | 19,119 |
Donated Services | ' | ' | 65,000 |
Changes to assets and liabilities: | ' | ' | ' |
Accounts payable, increase decrease | 103,628 | -18,456 | 125,065 |
Accrued liabilities, increase decrease | 2,137 | 35,995 | 158,662 |
Net Cash Provided By (Used in) Operating Activities | -71,326 | -144,076 | -2,170,494 |
Cash flows from investing activities: | ' | ' | ' |
Purchase of fixed assets | ' | ' | -7,453 |
Purchase of intangible assets | -75,549 | ' | -139,769 |
Proceeds from sale of properties | ' | ' | 29,980 |
Net Cash Provided By (Used In) Investing Activities | -75,549 | ' | -117,242 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from third party debt | 49,154 | 44,068 | 210,364 |
Repayments of third party debt | -11,086 | -30,167 | -305,128 |
Proceeds from convertible debt | 100,000 | 35,000 | 525,000 |
Proceeds from issuance of preferred stock | ' | ' | 157,510 |
Proceeds from issuance of common stock | -3,275 | 24,550 | 1,705,675 |
Net Cash Provided By (Used In) Financing Activities | 134,793 | 73,451 | 2,293,421 |
Net change in cash | -12,082 | -70,625 | 5,685 |
CASH, BEGINNING OF PERIOD | 17,767 | 73,714 | ' |
CASH, END OF PERIOD | $5,685 | $3,089 | $5,685 |
Note_1_Summary_of_Significant_
Note 1 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 1 - Summary of Significant Accounting Policies | ' |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Business. | |
Generation Zero Group, Inc. (“Generation Zero” and the “Company”) was formed as a Nevada corporation on May 16, 2006 under the name Velocity Oil & Gas, Inc. The Company originally operated as a start-up entity with the intention of being involved in oil and gas exploration and development with a geographic focus in Texas and Louisiana. | |
With the acquisition of Find.com, the Company has made a concerted effort to focus on growing Find.com into a profitable business and other new opportunities and businesses that will attempt to increase the value of the Company’s common stock. | |
Basis of Presentation. | |
The consolidated financial statements of Generation Zero have been prepared by Generation Zero, pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles. | |
Use of Estimates. | |
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and expenses in the statement of expenses. Actual results could differ from those estimates. | |
Recently Issued Accounting Pronouncements. | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on its results of operations, financial condition or cash flow. |
Note_2_Going_Concern
Note 2 - Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 2 - Going Concern | ' |
NOTE 2 – GOING CONCERN | |
As shown in the accompanying financial statements, Generation Zero incurred a net loss of $393,466, for the nine months ended September 30, 2014, and had an accumulated deficit of $7,702,305 as of September 30, 2014. These conditions raise substantial doubt as to Generation Zero’s ability to continue as a going concern. The Company is seeking additional funding. The Company is in the process of evaluating both joint venture partners and acquisitions with proven revenue streams. The financial statements do not include any adjustments that might be necessary if Generation Zero is unable to continue as a going concern. |
Note_3_Intangible_Assets
Note 3 - Intangible Assets | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 3 - Intangible Assets | ' |
NOTE 3 - INTANGIBLE ASSETS | |
The intangible assets all relate to the URL www.Find.com and the related underlying technology driving the website at the time of acquisition. These intangibles are deemed to be amortized over a fifteen year period. | |
www.Find.com Technology | |
During April 2010, Generation Zero entered into an Asset Purchase Agreement with Find.com Acquisition, Inc. to acquire all of Find.com Acquisition’s interest in and ownership of the technology assets that powered the operations of the www.Find.com website and all associated intellectual property rights necessary to enable Generation Zero to register the technology and intellectual property in Generation Zero’s name. The purchase also included all service contracts related to the operations of the technology that at the time of acquisition related to the operation of www.Find.com, and other related domain names. The purchase did not include any liabilities of Find.com Acquisition or the Find.com Universal Resource Locator or web address “URL”. The Company issued 10,000,000 shares of restricted common stock as purchase consideration. In September 2010, the acquired assets were valued at $1,300,000 based upon a fair market valuation report prepared by a third party valuation specialist. | |
The Company began pursuing an alternative strategy for the Find.com URL and opportunities for the Company in the last quarter of 2010. Generation Zero as of December 31, 2010 was uncertain as to whether it would be able to utilize the full functionality of the acquired technology assets on future initiatives unrelated to Find.com, and accordingly recorded an impairment charge of $ (1,100,000) based on the fact that the timing of any future initiatives was unknown and uncertain. The technology assets, after the impairment charge, were valued at $200,000. | |
In January 2011, Find.com Acquisition distributed the 10,000,000 shares of Generation Zero’s restricted common stock which it held to its shareholders. | |
Current management of Generation Zero is in the process of locating the acquired assets to further identify the components, licensed software rights and functionality of the technology assets. Until discovery and evaluation can be completed, the Company has determined that a further impairment charge is appropriate and has thus valued the acquired technology assets at $1. | |
As part of ongoing discovery efforts, current management discovered that Google had placed indexing restrictions against the Find.com URL, although it was still indexing on other major search engines such as Yahoo and Bing. As of approximately June 21, 2014 the Company succeeded in removing the Google penalty, and has had over 12,000 pages indexing on Google. | |
www.Find.com URL (“URL”) | |
On June 30, 2010, Generation Zero entered into a Share Exchange Agreement with various members of Find.com URL Holding LLC (“URL Holding”), a Georgia limited liability company. URL Holding owned 100% of the URL known as www.Find.com. The purchase consideration included cash, 14,000,000 shares of Generation Zero’s restricted common stock and secured notes. The URL was valued at $4,000,000 based upon a fair market valuation report prepared by a third party valuation specialist. The Company allocated this value to the consideration issued based on the relative fair value of the debt assumed and equity issued related to this purchase. Fair value of the debt was based upon the face value of the instrument while the fair value of the common stock was based on the quoted market price of the stock on June 30, 2010. The secured notes were deeply discounted at the time of the transaction, with the discount amortized over the original term of the notes. |
Note_4_Management_Reorganizati
Note 4 - Management Reorganization | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 4 - Management Reorganization | ' |
NOTE 4 – MANAGEMENT REORGANIZATION | |
Effective May 13, 2013, the Company’s then sole Director and officer, Matthew Krieg, resigned and exchanged 1,000 shares of the Company’s Series A Preferred Stock which he held for 3,000,000 shares of the Company’s restricted common stock. On that same date, Cynthia S. White was issued 1,000 new shares of the Company’s Series A Preferred Stock (which transaction represented a change of control), was appointed as a Director, Chief Executive Officer and President of the Company, and was issued 2,000,000 shares of the Company’s restricted common stock in consideration for serving in these capacities and for services previously rendered to the Company. On that same date, Mr. Krieg authorized and issued 2,000,000 shares of the Company’s restricted common stock to the estate of Ronald Attkisson for services previously rendered to the Company by Mr. Attkisson, and appointed Christine B. Cheney as the Secretary/Treasurer and Chief Financial Officer of the Company. On May 15, 2013 Ms. Cheney was issued 2,000,000 shares of the Company’s restricted common stock in consideration for services previously rendered to the Company and in consideration for agreeing to be appointed as Chief Financial Officer of the Company. On that same date, Brian Waldo was appointed as the Chief Information Officer of the Company and was issued 1,300,000 shares of the Company’s restricted common stock in consideration for services rendered to the Company in connection with the development of the upgraded and redesigned website for Find.com and for agreeing to be appointed as the Company’s Chief Information Officer. | |
Effective on July 22, 2013, Ms. White resigned as President and Chief Executive Officer of the Company and the Board of Directors appointed Richard M. Morrell as the Chief Executive Officer, President and as a Director of the Company to fill the vacancy created by her resignation. The Board of Directors approved the issuance of 1,000,000 shares of the Company’s restricted common stock to Mr. Morrell in consideration for agreeing to serve as an officer and director of the Company and services previously provided to the Company. Effective November 27, 2013, Cynthia S. White resigned as a director of the Company and as a director and officer of subsidiaries of the Company. |
Note_5_Contested_Legal_Claims
Note 5 - Contested Legal Claims | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 5 - Contested Legal Claims | ' |
NOTE 5 - CONTESTED LEGAL CLAIMS | |
On February 12, 2013, Geronimo Property Trust (“Geronimo”) filed a lawsuit against the Company, MedicalWork and StaffMD in the Superior Court of Fulton County, Georgia (File No. 2013CV227180), alleging breach of contract by the Company and MedicalWork, due to the Company’s and MedicalWork’s alleged failure to repay a $250,000 Secured Note (the “Geronimo Note”); unjust enrichment against MedicalWork and StaffMD; fraud against the Company due to alleged breaches of representations made by the Company; and seeking recovery of damages and attorneys’ fees. The suit also sought to enjoin Generation Zero from selling Find.com. The suit claimed that Geronimo never agreed to extend the due date of the Geronimo Note from February 1, 2012 to February 1, 2013 and that a total of approximately $357,500 was due pursuant to the Geronimo Note (including $250,000 of principal, $75,500 of interest and $32,000 of late charges.) Geronimo also alleged that it sent the Company a default notice relating to the Geronimo Note on February 9, 2012, provided that the Company never received such notice. The Geronimo Note had a security interest only in the MedicalWork assets, which are no longer owned by the Company. Jeffrey Sisk has agreed to indemnify the Company from all costs and damages associated from any claims or judgment associated with the Geronimo Note. | |
The Company subsequently filed an answer to the lawsuit, denying Geronimo’s claims, disputing substantially all of Geronimo’s allegations as untrue, and asserting counterclaims against Geronimo including tortious interference with business relations; conspiracy to commit tortious interference with business relations; defamation; conspiracy to commit defamation; breach of contract; fraud; conspiracy to commit fraud; and seeking attorney’s fees and expenses of litigation. Geronimo dropped all fraud claims and contest of the timely extension of the note and the Company dropped all asserted counterclaims against Geronimo. | |
On December 13, 2013, Geronimo was awarded a judgment specifically against the Company in the amount of $386,950 with an interest rate of 24%, ignoring the other defendants in the lawsuit. | |
Shareholders and Note Holders encouraged management to appeal this judgment. On January 10, 2014 the Company filed an appeal of the judgment. | |
The Company prevailed in a Motion to Supplement the Record which added substantive additional information to the file that was sent to the Appeals Court. On September 26, 2014 the Appeals Court remanded the case to the Trial Court for review and subsequent determination. At this stage of the process and the investigation efforts, the outcome cannot be predicted with any degree of reasonable certainty; however the Company intends to continue to vigorously defend itself against Geronimo’s claims. | |
The Company will also preserve its indemnity rights against Mr. Sisk (who agreed to indemnify it against claims associated with the Geronimo Note) to offset any damages. In the event the Company is required to pay the amounts alleged owed under the Geronimo Judgment, it would have a material adverse effect on the results of operations and financial condition and could force the curtailment or abandonment of operations. Additionally, the ongoing litigation could take resources away from the Company’s operations and tie up management’s time, which could further result in a material adverse effect on results of operations and financial condition. | |
Additionally, as a result of discoveries made during investigation efforts associated with the Geronimo Judgment appeal (specifically relating to events from 2010 and 2011 surrounding the Medical Work/StaffMD transactions), on April 29, 2014 the Company filed a Complaint, Civil Action #2014 cv 245686 in the Superior Court of Fulton County, in the State of Georgia, against various defendants in connection with the matters set forth in the Geronimo lawsuit. Pursuant to the Complaint, the Company is pursuing damages which the Company believes were caused by Emanuel Fialkow, Stacey Fialkow, Valerie McLellan and corporate entities they control (collectively, the "Fialkow Entities") acting directly and in concert with others. Generation Zero asserts that during the period of 2010 through 2011 the Fialkow Entities misappropriated money, corporate opportunities, stock and other assets from the Company and its then wholly-owned subsidiary, MedicalWork, LLC, and further breached contractual obligations to the Company and its then wholly-owned subsidiary. | |
The Complaint filed by the Company outlines the actions and injuries uncovered thus far by the Company’s investigation and the Company intends to pursue all legal remedies available to it in connection with such Complaint. At this very early stage of the litigation, the outcome cannot be predicted with any degree of reasonable certainty; however the Company intends to vigorously assert its legal rights against damages caused. |
Note_6_Related_Party_Transacti
Note 6 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 6 - Related Party Transactions | ' |
NOTE 6 – RELATED PARTY TRANSACTIONS | |
Generation Zero has borrowed from shareholders and directors periodically in the past. The borrowings are due on demand with either ninety days or twelve months and one day’s notice. At September 30, 2014 and December 31, 2013, there was an outstanding balance of $44,444 and $50,095, respectively, due the shareholders and Directors as short-term related party debt. Richard M. Morrell, current Chief Executive Officer and Director, has loaned the Company $39,304 (not including amounts owed pursuant to Convertible Promissory Notes described below). Cynthia White, former Director, has loaned the Company $5,140. | |
Richard M. Morrell, Chief Executive Officer and director, has loaned the Company $264,304 as of September 30, 2014. $25,000 of which was evidenced by a Convertible Promissory Note issued July 11, 2013, bearing interest at the rate of 10% per annum with a maturity date of July 10, 2015; $100,000 of which was evidenced by a Convertible Promissory Note issued December 1, 2013, bearing interest at the rate of 10% per annum with a maturity date of November 30, 2015; $100,000 of which was evidenced by a Convertible Promissory Note issued on July 1, 2014, bearing interest at the rate of 10% per annum with a maturity date of June 30, 2016; and $39,304 of which represents short-term funding due upon demand bearing interest at the rate of 10% per annum. The Convertible Promissory Notes are convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $0.08 per share. | |
Effective on August 1, 2013, the Company’s wholly-owned subsidiary, URL Holding, provided a one year (automatically renewable unless notice of termination is provided by either party) license to Find.com to use the Find.com URL. Pursuant to the terms of the license, Find.com is required to pay 25% of the cash flow in excess of $1 million directly to the Company, which will be used to repay the Notes. The remainder of the funds generated by the Find.com URL is anticipated to be retained by Find.com for operations and business development. | |
On September 30, 2013, the Company agreed to provide an inter-company line of credit of up to $250,000 to URL Holding’s wholly-owned subsidiary, Find.com, Inc., a Nevada corporation (“Find.com”). As of September 30, 2014, a total of $39,155 is owed on the line of credit. All advanced amounts bear interest at the rate of 3% per annum and are due and payable six months from the date of each such advance. Advances will be used for operation and business development costs related to the Find.com e-commerce business. |
Note_7_Third_Party_Transaction
Note 7 - Third Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 7 - Third Party Transactions | ' |
NOTE 7 – THIRD PARTY TRANSACTIONS | |
The Company owed Scientigo, Inc. $155,000 as part of the Find.com URL transaction referenced in Note 3 above. The Company made payments of $100,000 to Scientigo, leaving a balance of $55,000 which is in default. Management is in current negotiations to extend the forbearance period and terms of payment. | |
On June 30, 2010, the Company issued secured notes to acquire the Find.com URL as referenced in Note 3 above, in the amount of $3,070,000 bearing interest at the rate of 12% and having a maturity date of December 31, 2011. The Company did not make the required payments under the secured Find.com notes to the holders thereof when due. The Collateral Agent for the Notes declared the Notes in default in November 2010. The Company originally negotiated a Forbearance Agreement with the Note Holders to effect forbearance for four months through March 15, 2011. | |
Generation Zero was not able to meet the terms of the Forbearance Agreement with the secured note holders. In April 2012, the secured note holders, with over majority approval, authorized the Collateral Agent to forbear in the exercise of its rights and remedies under the Secured Notes, Security Agreements, Operating Agreement, Forbearance Agreement and applicable law during a Forbearance Period commencing on June 30, 2010 and ending on the earlier to occur of January 2, 2014 or the date that any Forbearance Default (as defined in the Forbearance Agreement) occurs (the “Forbearance Period”). The Secured Notes have an outstanding balance of $2,920,250 and interest shall not accrue or be assessed during the Forbearance Period. As a forbearance fee, Generation Zero agreed to issue 1,460,125 shares of restricted common stock pro-rata with the outstanding principal amount of the Notes held by each holder. A total of 730,059 of these shares have not been physically issued to date and are not included in the number of issued and outstanding shares disclosed throughout this filing. The authorized amendment to the Forbearance Agreement also provided for the restructure of Generation Zero Group, Inc. and the transfer of control from Mr. Krieg, which transfer of control has occurred to date as described in greater detail in Note 4. Further terms of the Forbearance Agreement were not met by January 2, 2014. The forbearance has subsequently been extended to January 2, 2015 with an automatic extension to January 2, 2016 unless a majority (by value) of the noteholders notifies the Company otherwise. | |
On November 4, 2010, a third party loaned the Company $150,000, which was evidenced by a promissory note in the amount of $250,000 bearing interest at the rate of 12% per annum with a maturity date of November 4, 2011. The amount of the note represented receipt of $150,000 cash and the assignment of a $100,000 debt owed to the Company’s then sole officer and Director. The Company issued 900,000 shares of restricted common stock in connection with this third party note. The holder of this note agreed to mirror all deferrals and waivers by the Secured Note holders going forward, with forbearance on this note commencing as of January 23, 2014. | |
On November 4, 2010, a third party loaned the Company $50,000, which was evidenced by a promissory note, bearing interest at the rate of 12% per annum with a maturity date of November 4, 2011. The Company issued the third party an aggregate of 300,000 shares of common stock in connection with this third party note. The holder of this note agreed to mirror all deferrals by the Secured Note holders going forward. | |
In April 2012, four of the Secured Note Holders participated in a non-interest bearing bridge loan for $40,000. The Company issued 400,000 shares of restricted common stock in consideration of this funding. In September 2013, Cynthia S. White, one of the Company’s then directors and a Secured Note Holder converted $10,000 of short-term debt to a $10,000 bridge loan. The Company issued Ms. White 100,000 shares of restricted common stock in connection with the loan. | |
On August 15, 2012, a third party loaned the Company $200,000 for working capital which was evidenced by a Convertible Promissory Note, bearing interest at the rate of 10% per annum with a maturity date of August 15, 2014. The Convertible Promissory Note is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $0.08 per share. The holders of this note agreed to extend the maturity date until August 15, 2015. | |
In October 2013, Find.com entered into an agreement with a third party, pursuant to which it appointed the third party as its agent for the purpose of selling pay-per-click advertising through the Find.com website. The agreement had an initial term of six months, automatically extendable thereafter for one year periods, unless either party provides sixty days written notice to the other prior to the beginning of the next extension term. The agreement has been automatically extended as of the date of this filing. The agreement is also terminable by either party with 30 days written notice upon a material breach of the agreement by the other party. Pursuant to the agreement Find.com receives 10% of the revenues generated by the agreement. |
Note_8_Common_Stock
Note 8 - Common Stock | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 8 - Common Stock | ' |
NOTE 8 – COMMON STOCK | |
As disclosed in Note 3, Generation Zero issued an aggregate of 24,988,567 shares of common stock to acquire the URL www.find.com and related technology. | |
As disclosed in Note 4, Generation Zero issued an aggregate of 11,300,000 shares of restricted common stock in conjunction with the restructure of the management team and for past services rendered to the Company. | |
As disclosed in Note 7, Generation Zero issued an additional 1,050,000 shares of restricted common stock in conjunction with the issuance of third party notes during November 2010, and issued an additional 150,000 shares of restricted common stock in September 2013 to fulfill prior management commitments relating to an extension on one of the third party notes. | |
As disclosed in Note 7, Generation Zero agreed to issue 1,460,125 shares of restricted common stock pro-rata with the outstanding principal amount of the Secured Notes held by each holder. The Company has issued 686,456 of these shares to date, leaving 730,059 shares which have not been physically issued to date and are not included in the number of issued and outstanding shares disclosed throughout this filing. | |
As disclosed in Note 7, Generation Zero issued the participating Note Holders 500,000 shares of restricted common stock. | |
On February 12, 2014, the Company issued 1,900,000 shares of restricted common stock as compensation to current management and for advisory services rendered to the Company as follows: 600,000 shares to Richard M. Morrell, pursuant to the terms of his consulting agreement; 300,000 shares to Cynthia White for advisory services; 300,000 shares to Christine B. Cheney and 700,000 shares to Brian Waldo. | |
Effective January 1, 2014 the Company and Find.com, Inc. entered into agreements with Christine B. Cheney as Chief Financial Officer, Secretary and Treasurer; and Brian Waldo as Chief Information Officer. | |
On April 16, 2014, the Company issued 295,000 shares of restricted common stock as compensation to current management and for payment of services rendered to the Company as follows: 135,000 shares to Brian Waldo, pursuant to the terms of his consulting agreement; 60,000 shares to Christine B. Cheney, pursuant to the terms of her consulting agreement; and 100,000 shares to a third party vendor as payment in-lieu of cash. | |
On June 30, 2014, the Company issued 295,000 shares of restricted common stock as compensation to current management and for payment of services rendered to the Company as follows: 135,000 shares to Brian Waldo, pursuant to the terms of his consulting agreement; 60,000 shares to Christine B. Cheney, pursuant to the terms of her consulting agreement; and 100,000 shares to a third party vendor as payment in-lieu of cash. | |
On July 22, 2014, the Company issued 600,000 shares of restricted common stock as compensation to Richard M. Morrell, pursuant to the terms of his consulting agreement. | |
On September 30, 2014, the Company issued 185,000 shares of restricted common stock as compensation to current management and for payment of services rendered to the Company as follows: 90,000 shares to Brian Waldo, pursuant to the terms of his consulting agreement; 45,000 shares to Christine B. Cheney, pursuant to the terms of her consulting agreement; and 50,000 shares to a marketing consultant. |
Note_9_Preferred_Stock
Note 9 - Preferred Stock | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 9 - Preferred Stock | ' |
NOTE 9 – PREFERRED STOCK | |
Series A Preferred Stock | |
Generation Zero has authorized 1,000 shares of Series A Preferred Stock which have a par value of $0.001 per share. Each share has no dividend rights, no liquidation preference, and no conversion or redemption rights. The shares of Series A Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote. As of September 30, 2014, there were 1,000 shares of Series A preferred stock issued and outstanding. | |
Series B Preferred Stock | |
Generation Zero has authorized 2,000,000 shares of Series B Preferred Stock which have a par value of $0.001 per share. Each share has no dividend rights, no liquidation preference, no voting rights, and no conversion or redemption rights. As of September 30, 2014, there were no shares of Series B preferred stock issued and outstanding. |
Note_10_Stock_Option_Plan
Note 10 - Stock Option Plan | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 10 - Stock Option Plan | ' |
NOTE 10 – STOCK OPTION PLAN | |
On September 19, 2014, the Sole Director and majority stockholder approved and adopted the Company’s 2014 Stock Incentive Plan (the “Plan”). The Plan is intended to secure for the Company the benefits arising from ownership of the Company’s common stock by the employees, officers, directors and consultants of the Company, all of whom are and will be responsible for the Company’s future growth. The Plan is designed to help attract and retain for the Company, personnel of superior ability for positions of exceptional responsibility, to reward employees, officers, directors and consultants for their services to the Company and to motivate such individuals through added incentives to further contribute to the success of the Company. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the maximum aggregate number of shares of common stock which may be issued pursuant to awards under the Plan is 8,000,000 shares. Such shares of common stock shall be made available from the authorized and unissued shares of the Company. As of the date of this filing, there have been no awards granted under the Plan. |
Note_11_Subsequent_Events_unau
Note 11 - Subsequent Events (unaudited) | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Note 11 - Subsequent Events (unaudited) | ' |
NOTE 11 - SUBSEQUENT EVENTS (unaudited) | |
The Company engaged a consultant as the Chief Marketing Officer for Find.com, Inc. effective August 11, 2014 to help develop the Find.com opportunity. The consultant was issued 50,000 shares of restricted GNZR common stock for compensation, as referenced in Note 8. As of October 16, 2014 the consultant is no longer working with the Company. | |
On September 26, 2014 the Appeals Court remanded the Geronimo case (Note 5) to the Trial Court for review and subsequent determination. At this stage of the process and the investigation efforts, the outcome cannot be predicted with any degree of reasonable certainty; however the Company intends to continue to vigorously defend itself against Geronimo’s claims. | |
On October 10, 2014, Thomas M. Cheney loaned the Company $75,000, which was evidenced by a Convertible Promissory Note (the “Convertible Note”). The Convertible Note accrues interest at the rate of 10% per annum (14% per annum upon an event of default) with such interest payable monthly and has a maturity date of October 9, 2016. The Convertible Note is convertible into shares of the Company’s common stock from time to time at the option of Mr. Cheney at a conversion price of $0.08 per share. The Company is required to provide Mr. Cheney at least thirty, but not more than sixty days prior notice in the event the Company desires to pre-pay the Convertible Note. |
Note_1_Summary_of_Significant_1
Note 1 - Summary of Significant Accounting Policies: Nature of Business. (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Nature of Business. | ' |
Nature of Business. | |
Generation Zero Group, Inc. (“Generation Zero” and the “Company”) was formed as a Nevada corporation on May 16, 2006 under the name Velocity Oil & Gas, Inc. The Company originally operated as a start-up entity with the intention of being involved in oil and gas exploration and development with a geographic focus in Texas and Louisiana. | |
With the acquisition of Find.com, the Company has made a concerted effort to focus on growing Find.com into a profitable business and other new opportunities and businesses that will attempt to increase the value of the Company’s common stock. |
Note_1_Summary_of_Significant_2
Note 1 - Summary of Significant Accounting Policies: Basis of Presentation. (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Basis of Presentation. | ' |
Basis of Presentation. | |
The consolidated financial statements of Generation Zero have been prepared by Generation Zero, pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles. |
Note_1_Summary_of_Significant_3
Note 1 - Summary of Significant Accounting Policies: Use of Estimates. (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Use of Estimates. | ' |
Use of Estimates. | |
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and expenses in the statement of expenses. Actual results could differ from those estimates. |
Note_1_Summary_of_Significant_4
Note 1 - Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements. (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Recently Issued Accounting Pronouncements. | ' |
Recently Issued Accounting Pronouncements. | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on its results of operations, financial condition or cash flow. |
Note_2_Going_Concern_Details
Note 2 - Going Concern (Details) (USD $) | 3 Months Ended | 9 Months Ended | 101 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Details | ' | ' | ' | ' | ' |
Net loss | $132,614 | $135,193 | $393,466 | $383,565 | $7,702,305 |
Retained Earnings (Accumulated Deficit) | $7,702,305 | ' | $7,702,305 | ' | $7,702,305 |
Note_3_Intangible_Assets_Detai
Note 3 - Intangible Assets (Details) (USD $) | 1 Months Ended | 5 Months Ended | 8 Months Ended | |
Apr. 30, 2010 | Jun. 30, 2010 | Sep. 30, 2010 | Dec. 31, 2010 | |
Find.com URL | Technology Assets | Technology Assets | ||
Business Acquisition, Contingent Consideration, Shares Issuable | 10,000,000 | ' | ' | ' |
Technology Assets, FMV | ' | ' | $1,300,000 | $200,000 |
Asset Impairment Charges | ' | ' | ' | -1,100,000 |
Restricted Common Stock | ' | 14,000,000 | ' | ' |
Investment Owned, Balance, Principal Amount | ' | $4,000,000 | ' | ' |
Note_6_Related_Party_Transacti1
Note 6 - Related Party Transactions (Details) (USD $) | Oct. 10, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 11, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Cynthia White | Richard Morrell | Richard Morrell | Find.com | Find.com | ||||
Due to Related Parties, Current | ' | $44,444 | $50,095 | $5,140 | $264,304 | ' | ' | ' |
Current notes payable | ' | 3,549,168 | 3,480,154 | ' | ' | 25,000 | ' | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Debt Instrument, Convertible, Conversion Price | $0.08 | ' | ' | ' | ' | $0.08 | ' | ' |
Long-term Line of Credit | ' | ' | ' | ' | ' | ' | ' | 250,000 |
Line of Credit Facility, Fair Value of Amount Outstanding | ' | ' | ' | ' | ' | ' | $39,155 | ' |
Note_7_Third_Party_Transaction1
Note 7 - Third Party Transactions (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 30, 2010 | Nov. 04, 2010 | Nov. 04, 2010 |
Phoenix Restructuring | Third Party 1 | Third Party 2 | |||
Payment Made By Third Party | ' | ' | $55,000 | ' | ' |
Third Party Promissory Note | ' | ' | ' | 150,000 | 50,000 |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | ' | 12.00% | 12.00% |
Cash Received | ' | ' | ' | 150,000 | ' |
Due to Related Parties, Current | $44,444 | $50,095 | ' | $100,000 | ' |
Shares Issued To Third Party | ' | ' | ' | 900,000 | 300,000 |
Note_8_Common_Stock_Details
Note 8 - Common Stock (Details) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Apr. 16, 2014 | Feb. 12, 2014 | Feb. 12, 2014 | Feb. 12, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Apr. 16, 2014 | Feb. 12, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Apr. 16, 2014 | Feb. 12, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Apr. 16, 2014 |
Total | Total | Total | Total | Richard Morrell | Cynthia White | Christine Cheney | Christine Cheney | Christine Cheney | Christine Cheney | Brian Waldo | Brian Waldo | Brian Waldo | Brian Waldo | Third Party Vendor | Third Party Vendor | Third Party Vendor | |||
Common Stock, Shares Issued | 48,345,158 | 44,364,785 | 185,000 | 295,000 | 295,000 | 1,900,000 | 600,000 | 300,000 | 45,000 | 60,000 | 60,000 | 300,000 | 90,000 | 135,000 | 135,000 | 700,000 | 50,000 | 100,000 | 100,000 |
Note_9_Preferred_Stock_Details
Note 9 - Preferred Stock (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Preferred Stock, Shares Authorized | 1,000 | 1,000 |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Outstanding | 1,000 | 1,000 |
Series A | ' | ' |
Preferred Stock, Shares Authorized | 1,000 | ' |
Preferred Stock, Par Value | $0.00 | ' |
Preferred Stock, Shares Outstanding | 1,000 | ' |
Series B | ' | ' |
Preferred Stock, Shares Authorized | 2,000,000 | ' |
Preferred Stock, Par Value | $0.00 | ' |
Note_11_Subsequent_Events_unau1
Note 11 - Subsequent Events (unaudited) (Details) (USD $) | Oct. 10, 2014 |
Details | ' |
Convertible Notes Payable | $75,000 |
Debt Instrument, Convertible, Conversion Price | $0.08 |