Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
Document and Entity Information: | |
Entity Registrant Name | Generation Zero Group, Inc. |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2015 |
Amendment Flag | false |
Entity Central Index Key | 1,390,072 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 52,065,954 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | gnzr |
GENERATION ZERO GROUP, INC. - C
GENERATION ZERO GROUP, INC. - Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | |
Current Assets: | |||
Cash | $ 3,732 | $ 33,071 | |
Total Current Assets | $ 3,732 | $ 33,071 | |
Property, plant and equipment, net of accumulated depreciation | |||
Intangible Assets, net of amortization | $ 2,881,801 | $ 2,988,846 | |
Total Assets | 2,885,533 | 3,021,920 | |
Current liabilities: | |||
Accounts payable, current | 197,214 | 121,954 | |
Accrued liabilities, current | 165,929 | 160,469 | |
Short-term debt, related party | 108,996 | 28,500 | |
Notes payable, related party | [1] | 345,161 | 345,161 |
Notes payable, other | [1] | 3,294,007 | 3,294,007 |
Total Current Liabilities | 4,111,307 | 3,950,091 | |
Notes payable, long term, related party | 175,000 | 175,000 | |
Notes payable, long term, other | 110,000 | 85,000 | |
Total Liabilities | 4,396,307 | 4,210,091 | |
Stockholders' Equity (Deficit): | |||
Preferred Stock, Series A | [2] | 1 | 1 |
Preferred Stock, Series B | [3] | 0 | 0 |
Common stock | [4] | 52,066 | 48,644 |
Additional paid-in capital | 6,671,185 | 6,646,475 | |
Total Stockholders' equity (deficit) | (1,510,774) | (1,188,171) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 2,885,533 | $ 3,021,920 | |
[1] | Due within one year | ||
[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; 52,065,954 and 48,643,868 issued and outstanding |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 52,065,954 | 48,643,868 |
Common Stock, Shares Outstanding | 52,065,954 | 48,643,868 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
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.- Co
GENERATION ZERO GROUP, INC.- Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 110 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
Income Statement | |||||
Revenues | $ 1,840 | $ 42,766 | $ 7,528 | $ 51,217 | $ 519,521 |
Cost of Sales | 4,156 | 0 | 6,871 | 0 | 23,759 |
Gross Profit | (2,315) | 42,766 | 657 | 51,217 | 495,762 |
Operating Expenses: | |||||
General, selling and administrative | 59,456 | 120,993 | 169,518 | 158,664 | 1,590,560 |
Impairment of oil and gas properties | 0 | 0 | 0 | 0 | 32,520 |
Impairment of intangible assets | 0 | 0 | 0 | 0 | 1,186,666 |
Depreciation and amortization | 66,667 | 66,667 | 133,333 | 133,333 | 1,384,424 |
Total operating expenses | 126,123 | 187,660 | 302,852 | 291,997 | 4,194,170 |
Operating loss | (128,438) | (144,894) | (302,194) | (240,780) | (3,698,408) |
Other revenue and expenses: | |||||
Loss from discontinued operations | 0 | 0 | 0 | 0 | (1,788,987) |
Loss on abandonment of assets | 0 | 0 | 0 | 0 | (3,028) |
Forgiveness of debt | $ 0 | $ 0 | $ 0 | $ 0 | $ 852,527 |
Interest income | |||||
Interest expense | $ (25,183) | $ (3,667) | $ (48,542) | $ (20,072) | $ (3,596,130) |
Net income (loss) | $ (153,621) | $ (148,561) | $ (350,737) | $ (260,852) | $ (8,234,027) |
Basic and diluted net loss per common share | $ 0 | $ 0 | $ (0.01) | $ (0.01) | |
Weighted average common shares outstanding | 50,232,065 | 47,047,396 | 50,232,066 | 47,047,396 |
GENERATION ZERO GROUP, INC.- C5
GENERATION ZERO GROUP, INC.- Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 110 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (350,737) | $ (260,852) | $ (8,234,027) |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation | 4,108 | ||
Amortization of debt discount | 2,712,733 | ||
Amortization of intangible assets | 133,333 | 133,333 | 1,380,000 |
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 | 28,133 | 2,568 | 59,433 |
Warrant expense | 19,119 | ||
Donated Services | 65,000 | ||
Changes in assets and liabilities: | |||
Accounts payable, increase decrease | 75,259 | (3,534) | 196,866 |
Accrued liabilities, increase decrease | 5,461 | 58,071 | 186,718 |
Net Cash Used In Operating Activities | (108,550) | (70,414) | (2,390,600) |
Cash flows from investing activities: | |||
Purchase of fixed assets | (7,453) | ||
Purchase of intangible assets | (26,285) | (53,348) | (90,505) |
Proceeds from sale of properties | 29,980 | ||
Net Cash Used In Investing Activities | (26,285) | (53,348) | (67,978) |
Cash flows from financing activities: | |||
Proceeds from related party debt | 80,496 | 101,362 | 395,496 |
Proceeds from third party debt | 25,000 | 556,210 | |
Repayments of related party debt | (75,694) | ||
Repayments of third party debt | (294,042) | ||
Proceeds from issuance of preferred stock | 157,510 | ||
Proceeds from issuance of common stock | 9,960 | 1,722,830 | |
Net Cash Provided By Financing Activities | 105,496 | 111,322 | 2,462,310 |
Net change in cash | (29,339) | (12,439) | 3,732 |
CASH, BEGINNING OF PERIOD | 33,071 | 17,767 | |
CASH, END OF PERIOD | $ 3,732 | $ 5,328 | $ 3,732 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 1 - Summary of Significant Accounting Policies | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business. Generation Zero Group, Inc. (Generation Zero or the Company) was incorporated in the State of Nevada on May 16, 2006. From inception, until the acquisition of Find.com (as described below), the Company operated as a start-up entity pursuing opportunities 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 Companys 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 | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 2 - Going Concern | NOTE 2 GOING CONCERN As shown in the accompanying financial statements, Generation Zero incurred net losses of $260,852 and $n=INF»350,737, for the six months ended June 30, 2014 and 2015, respectively, and had an accumulated deficit of $8,234,027as of June 30, 2015. These conditions raise substantial doubt as to Generation Zeros ability to continue as a going concern. The Company is trying to raise additional capital. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 3 - Intangible Assets | NOTE 3 - INTANGIBLE ASSETS The intangible assets all relate to the URL www.Find.com 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 Acquisitions interest in and ownership of the technology assets that powered the operations of the www.Find.com www.Find.com The Company began pursuing an alternative strategy for the Find.com URL and opportunities for the Company in the fourth 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. 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 15,000 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, a Georgia limited liability company. Find.com URL Holding LLC owned 100% of the URL known as www.find.com |
Note 4 - Management Reorganizat
Note 4 - Management Reorganization | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 4 - Management Reorganization | NOTE 4 MANAGEMENT REORGANIZATION Effective on May 13, 2013, the Companys then sole Director and officer, Matthew Krieg, resigned and exchanged 1,000 shares of the Companys Series A Preferred Stock which he held for 3,000,000 shares of the Companys restricted common stock. On that same date, Cynthia S. White was issued 1,000 new shares of the Companys Series A Preferred Stock (a transaction which 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 the Companys subsidiaries, and sold 1,000 shares of the Companys Series A Preferred Stock to Richard Morrell. |
Note 5 - Contested Legal Claims
Note 5 - Contested Legal Claims | 6 Months Ended |
Jun. 30, 2015 | |
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 Companys and MedicalWorks 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 Geronimos claims, disputing substantially all of Geronimos 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 attorneys 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 of the Company 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. Effective February 18, 2015, the Trial Court granted the Companys Motion to Set Aside the Judgment. 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 Geronimos 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 Companys operations and tie up managements 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. As a part of the Motion to Set Aside recently granted on the Geronimo Judgment, the Geronimo lawsuit was combined with this new litigation into one combined case going forward. The Complaint filed by the Company outlines the actions and injuries uncovered thus far by the Companys investigation and the Company intends to pursue all legal remedies available to it in connection with such Complaint. The outcome of this litigation 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 Transact
Note 6 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 6 - Related Party Transactions | NOTE 6 RELATED PARTY TRANSACTIONS Generation Zero has borrowed short-term funding from shareholders and directors periodically in the past. The borrowings are due on demand with either ninety days or twelve months and one days notice. Cynthia S. White, our former Chief Executive Officer and Director, has loaned the Company $15,000, of which $10,000 was converted into a Bridge Note in September 2013 as disclosed in Note 7 below, leaving an outstanding balance of $5,000. Richard M. Morrell, the Companys current Chief Executive Officer and Director, has loaned the Company $103,996 (not including amounts owed pursuant to Convertible Promissory Notes and other Notes Payable described below). At June 30, 2015 and December 31, 2014, there was an outstanding balance for short-term loans of $108,996 and $36,000, respectively, due to the shareholders and directors of the Company as short-term related party debt. Richard M. Morrell, the Companys Chief Executive Officer and Director, has loaned the Company $328,996as of June 30, 2015, $25,000of 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 July 1, 2014, bearing interest at the rate of 10% per annum with a maturity date of June 30, 2016; and $103,996 in short-term funding as disclosed above. The Convertible Promissory Notes are convertible into shares of the Companys common stock at the option of the holder at a conversion price of $0.08per share. Cynthia S. White, the Companys former Chief Executive Officer and Director, has loaned the Company $113,771 as of June 30, 2015, $10,000 of which was evidenced by a Bridge Note as disclosed in Note 7 below, $5,000of which represents short-term funding as disclosed above, and $98,771which was evidenced by a Secured Note entered into on June 30, 2010, as disclosed in Note 7 below. Ms. Whites husband was also a holder of a Secured Note in the amount of $57,472, entered into on June 30, 2010, as disclosed in Note 7 below, and his debt is considered a related party debt. On October 10, 2014, Thomas M. Cheney, the spouse of the Companys Chief Financial Officer, 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 Companys common stock 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. On September 30, 2013, the Company agreed to provide an inter-company line of credit of up to $250,000 to the Companys then newly formed wholly-owned subsidiary, Find.com, Inc., a Nevada corporation (Find.com). As of June 30, 2015 and December 31, 2014, $104,771 and $137,343, respectively, had been advanced. 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. Effective on August 1, 2013, the Companys wholly-owned subsidiary, Find.com URL Holding, provided a one year license to Find.com to use the Find.com URL. This license automatically renews each year unless notice of termination is provided by either party. 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. 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. The note was assumed by Phoenix Restructuring, Inc. in 2011. The note, with a current principal balance of $53,918, is in default. Management is in negotiations to extend the forbearance period and terms of payment. |
Note 7 - Third Party Transactio
Note 7 - Third Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 7 - Third Party Transactions | NOTE 7 THIRD PARTY TRANSACTIONS 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). At the same time, the principal balance remaining on the Secured Notes was confirmed to be $2,920,250 and it was agreed that all accrued interest was forgiven and interest would 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 556,456 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 period was subsequently extended to January 2, 2015 and then automatically extended to January 2, 2016. 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 Companys 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 300,000shares 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 commencing as of January 2, 2014. 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 Companys then directors and a Secured Note Holder converted $10,000 of short-term debt to a $10,000 bridge loan, as disclosed in Note 6 above. The Company issued Ms. White 100,000 shares of restricted common stock in connection with the loan. The Company has satisfied $10,000 of the bridge notes, leaving an outstanding balance of $40,000 at June 30, 2015. On August 15, 2012, a third party loaned the Company $200,000for 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 Companys common stock at the option of the holder at a conversion price of $0.08per share. The holders of this note agreed to extend the maturity date of the note until August 15, 2015. On December 15, 2014, G. Thomas Lovelace, a Secured Note Holder and a board member of Phoenix Restructuring, loaned the Company $55,000 which was evidenced by a Convertible Promissory 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 December 14, 2016. The Convertible Note is convertible into shares of the Companys common stock from time to time at the option of the holder at a conversion price of $0.08 per share. The Company is required to provide the holder at least thirty, but not more than sixty, days prior notice in the event the Company desires to pre-pay the Convertible Note. On December 15, 2014, James A. Hendrickson, a Secured Note Holder, loaned the Company $30,000 which was evidenced by a Convertible Promissory 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 month and has a maturity date of December 14, 2016. The Convertible Note is convertible into shares of the Companys common stock from time to time at the option of the holder at a conversion price of $0.08 per share. The Company is required to provide the holder at least thirty, but not more than sixty, days prior notice in the event the Company desires to pre-pay the Convertible Note. On March 1, 2015, James A. Hendrickson loaned the Company an additional $25,000 which was evidenced by another Convertible Promissory Note with substantially similar terms as the note described above, but with a maturity date of February 28, 2017. |
Note 8 - Common Stock
Note 8 - Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
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 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 in May 2013. 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 in April 2012 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 903,669 of these shares to date, leaving 556,456 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 in April 2012 and in September 2013. 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. On December 31, 2014, the Company issued 195,000 shares of restricted common stock as compensation to management and for payment of services rendered to the Company as follows: 135,000 to Brian Waldo, pursuant to the terms of his consulting agreement; and 60,000 shares to Christine B. Cheney, pursuant to the terms of her consulting agreement. On March 31, 2015, the Company issued 1,097,500 shares of restricted common stock as compensation to current management as follows: 467,500 shares to Brian Waldo, pursuant to the terms of his consulting agreement valued at $2,337.50 and 630,000 shares to Christine B. Cheney, pursuant to the terms of her consulting agreement, valued at $3,150. On April 10, 2015 the Company issued 900,000shares of common stock to Richard M. Morrell, pursuant to the terms of his consulting agreement, valued at $4,500. On June 30, 2015 the Company issued 60,000 shares of restricted common stock as compensation to Christine B. Cheney, pursuant to the terms of her consulting agreement, valued at $300. On June 30, 2015 the Company issued 1,270,000shares of restricted common stock, valued at $6,350as compensation to various vendors and consultants working on the Find.com platform. |
Note 9 - Preferred Stock
Note 9 - Preferred Stock | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 9 - Preferred Stock | NOTE 9 PREFERRED STOCK Series A Preferred Stock Generation Zero has authorized 1,000shares of Series A Preferred Stock which has a par value of $0.001per 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 June 30, 2015, there were 1,000shares 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 has a par value of $0.001per share. Each share has no dividend rights, no liquidation preference and no voting rights. The Series B Preferred Stock has a price of $2.50 per share and converts into the Companys common stock on the basis of one share of Series B Preferred Stock for thirty shares of common stock. As of June 30, 2015, there were no shares of Series B preferred stock issued and outstanding. |
Note 10 -- Subsequent Events (u
Note 10 -- Subsequent Events (unaudited) | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 10 -- Subsequent Events (unaudited) | NOTE 10 - SUBSEQUENT EVENTS (unaudited) |
Note 1 - Summary of Significa16
Note 1 - Summary of Significant Accounting Policies: Nature of Business. (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Policies | |
Nature of Business. | Nature of Business. Generation Zero Group, Inc. (Generation Zero or the Company) was incorporated in the State of Nevada on May 16, 2006. From inception, until the acquisition of Find.com (as described below), the Company operated as a start-up entity pursuing opportunities 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 Companys common stock. |
Note 1 - Summary of Significa17
Note 1 - Summary of Significant Accounting Policies: Basis of Presentation. (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 Significa18
Note 1 - Summary of Significant Accounting Policies: Use of Estimates. (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 Significa19
Note 1 - Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements. (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 | 6 Months Ended | 110 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
Details | |||||
Net income (loss) | $ 153,621 | $ 148,561 | $ 350,737 | $ 260,852 | $ 8,234,027 |
Retained Earnings (Accumulated Deficit) | $ 8,234,027 | $ 8,234,027 | $ 8,234,027 |
Note 3 - Intangible Assets (Det
Note 3 - Intangible Assets (Details) - USD ($) | 1 Months Ended | 110 Months Ended | |
Apr. 30, 2010 | Jun. 30, 2015 | Jun. 30, 2010 | |
Assets, Fair Value Adjustment | $ 1,300,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10,000,000 | ||
Impairment of intangible assets, increase decrease | $ 1,186,666 | ||
Find.com | |||
Asset Impairment Charges | $ (1,100,000) | ||
Impairment of intangible assets, increase decrease | $ 200,000 | ||
Find.com URL | |||
Restricted Shares Consideration | 14,988,567 | ||
Investment Owned, Balance, Principal Amount | $ 4,000,000 |
Note 6 - Related Party Transa22
Note 6 - Related Party Transactions (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Oct. 10, 2014 | Sep. 30, 2013 | Jul. 11, 2013 | Jun. 30, 2010 | |
Notes payable, related party | [1] | $ 345,161 | $ 345,161 | ||||
Phoenix Restructuring | |||||||
Due to Related Parties, Current | 53,918 | ||||||
Cynthia White | |||||||
Bridge Loan | 10,000 | $ 10,000 | |||||
Due to Related Parties, Current | 5,000 | 5,000 | $ 98,771 | ||||
Related Party Transaction, Due from (to) Related Party | 113,771 | ||||||
Secured Demand Notes | $ 57,472 | ||||||
Richard Morrell | |||||||
Due to Related Parties, Current | 328,996 | ||||||
Notes payable, related party | $ 25,000 | ||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 10.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.08 | ||||||
Thomas Cheney | |||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 10.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.08 | ||||||
Related Party Transaction, Due from (to) Related Party | 75,000 | ||||||
Find.com | |||||||
Long-term Line of Credit | $ 250,000 | ||||||
Advances to Affiliate | $ 104,771 | $ 137,343 | |||||
[1] | Due within one year |
Note 7 - Third Party Transact23
Note 7 - Third Party Transactions (Details) - USD ($) | Jun. 30, 2015 | Mar. 01, 2015 | Dec. 31, 2014 | Dec. 15, 2014 | Aug. 15, 2012 | Apr. 30, 2012 | Nov. 04, 2010 |
Common Stock, Shares Issued | 52,065,954 | 48,643,868 | |||||
Third Party 1 | |||||||
Third Party Promissory Note | $ 150,000 | ||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 12.00% | ||||||
Third Party 2 | |||||||
Third Party Promissory Note | $ 50,000 | ||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 12.00% | ||||||
Shares Issued To Third Party | 300,000 | ||||||
Secured Notes Holders | |||||||
Bridge Loan | $ 40,000 | ||||||
Common Stock, Shares Issued | 400,000 | ||||||
Third Party 3 | |||||||
Third Party Promissory Note | $ 200,000 | ||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 10.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.08 | ||||||
G. Thomas Lovelace | |||||||
Third Party Promissory Note | $ 55,000 | ||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 10.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.08 | ||||||
James A. Hendrickson | |||||||
Third Party Promissory Note | $ 25,000 | $ 30,000 | |||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 10.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.08 |
Note 8 - Common Stock (Details)
Note 8 - Common Stock (Details) - USD ($) | Jun. 30, 2015 | Apr. 10, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jul. 22, 2014 | Jun. 30, 2014 | Apr. 16, 2014 | Feb. 12, 2014 | |
Common Stock, Shares Issued | 52,065,954 | 48,643,868 | ||||||||
Common stock | [1] | $ 52,066 | $ 48,644 | |||||||
Total | ||||||||||
Common Stock, Shares Issued | 195,000 | 185,000 | 295,000 | 295,000 | 1,900,000 | |||||
Richard Morrell | ||||||||||
Common Stock, Shares Issued | 900,000 | 600,000 | 600,000 | |||||||
Common stock | $ 4,500 | |||||||||
Cynthia White | ||||||||||
Common Stock, Shares Issued | 300,000 | |||||||||
Christine Cheney | ||||||||||
Common Stock, Shares Issued | 60,000 | 630,000 | 60,000 | 45,000 | 60,000 | 60,000 | 300,000 | |||
Common stock | $ 300 | $ 3,150 | ||||||||
Brian Waldo | ||||||||||
Common Stock, Shares Issued | 467,500 | 135,000 | 90,000 | 135,000 | 135,000 | 700,000 | ||||
Common stock | $ 2,337.50 | |||||||||
Third Party Vendor | ||||||||||
Common Stock, Shares Issued | 50,000 | 100,000 | 100,000 | |||||||
Total Member | ||||||||||
Common Stock, Shares Issued | 1,097,500 | |||||||||
Vendors and Consultants | ||||||||||
Common Stock, Shares Issued | 1,270,000 | |||||||||
Common stock | $ 6,350 | |||||||||
[1] | $0.001 par value; 100,000,000 shares authorized; 52,065,954 and 48,643,868 issued and outstanding |
Note 9 - Preferred Stock (Detai
Note 9 - Preferred Stock (Details) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred Stock, Shares Authorized | 1,000 | 1,000 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Outstanding | 1,000 | 1,000 |
Series A | ||
Preferred Stock, Shares Authorized | 1,000 | |
Preferred Stock, Par Value | $ 0.001 | |
Preferred Stock, Shares Outstanding | 1,000 | |
Series B | ||
Preferred Stock, Shares Authorized | 2,000,000 | |
Preferred Stock, Par Value | $ 0.001 |