Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | Blue Line Protection Group, Inc. | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Trading Symbol | blpg | |
Amendment Flag | true | |
Amendment Description | 1 | |
Entity Central Index Key | 1,416,697 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 126,575,282 | |
Entity Public Float | $ 58,718,685 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | ||
Current assets: | ||||
Cash and equivalents | $ 16,211 | $ 211,922 | ||
Accounts receivable, net | 51,251 | 62,101 | ||
Accrued receivables | 73,995 | 54,790 | ||
Notes receivable | 0 | 46,451 | ||
Prepaid expenses and deposits | 20,669 | 2,500 | ||
Total current assets | 162,126 | 377,764 | ||
Fixed assets: | ||||
Machinery and equipment, net | 150,910 | 189,438 | ||
Construction in progress | 1,147,139 | 1,098,553 | ||
Net assets from discontinued operations | 2,782 | 0 | ||
Total fixed assets | 1,300,831 | 1,287,991 | ||
Total assets | 1,462,957 | 1,665,755 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 332,169 | 295,863 | ||
Notes payable | 75,000 | 2,000 | ||
Notes payable - related parties | 213,347 | 288,271 | ||
Convertible notes payable - related parties, net of unamortized discounts | 283,385 | 0 | ||
Current portion of long-term debt | 679,062 | 3,735 | ||
Net liabilities from discontinued operations | 1,335 | 0 | ||
Total current liabilities | 1,584,298 | 589,869 | ||
Long-term liabilities: | ||||
Long-term debt | 12,836 | 691,780 | ||
Total Long-term liabilities | 12,836 | 691,780 | ||
Total liabilities | 1,597,134 | 1,281,649 | ||
Stockholders' equity (deficit): | ||||
Preferred Stock | 0 | 0 | ||
Common Stock | 125,348 | 122,845 | ||
Common Stock, owed but not issued | 13 | [1] | 749 | [2] |
Additional paid-in capital | 4,276,291 | 3,480,934 | ||
Accumulated (deficit) | (4,535,829) | (3,220,422) | ||
Total stockholders' equity (deficit) | (134,177) | 384,106 | ||
Total liabilities and stockholders' equity (deficit) | $ 1,462,957 | $ 1,665,755 | ||
[1] | 12,923 shares as of December 31, 2015. | |||
[2] | 749,000 shares as of December 31, 2014. |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,400,000,000 | 1,400,000,000 |
Common Stock, Shares Issued | 125,348,026 | 122,845,282 |
Common Stock, Shares Outstanding | 125,348,026 | 122,845,282 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Income | ||
Revenue | $ 2,618,849 | $ 1,032,168 |
Cost of revenue | (2,227,176) | (778,777) |
Gross profit | 391,673 | 253,391 |
Expenses: | ||
Advertising | 30,502 | 189,536 |
Depreciation | 41,912 | 27,172 |
General and administrative expenses | 1,500,382 | 3,353,998 |
Total expenses | 1,572,796 | 3,570,706 |
Operating loss | (1,181,123) | (3,317,315) |
Other expenses: | ||
Interest expense | (84,484) | (11,308) |
Interest income | 3,106 | 10,682 |
Gain on sale of securities | 0 | 200,000 |
Gain on forgiveness of debt | 2,000 | 0 |
Total other expenses | (79,378) | 199,374 |
Net loss from continuing operations | (1,260,501) | (3,117,941) |
Net loss from discontinued operations | (54,906) | 0 |
Net loss | $ (1,315,407) | $ (3,117,941) |
Net loss per share - basic - Continuing operations | $ (0.01) | $ (0.03) |
Net loss per share - basic - Discontinued operations | 0 | 0 |
Net loss per share - basic | (0.01) | (0.03) |
Net loss per share - diluted - Continuing operations | (0.01) | (0.03) |
Net loss per share - diluted - Discontinued operations | 0 | 0 |
Net loss per share - diluted | $ (0.01) | $ (0.03) |
Weighted average number of common shares outstanding - basic | 124,545,378 | 116,942,037 |
Weighted average number of common shares outstanding - diluted | 124,545,378 | 122,184,808 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Subscriptions Payable/(Receivable) | Accumulated (Deficit) | Total Stockholders' Equity |
Balance, Value at Dec. 31, 2013 | $ 0 | $ 106,820 | $ (5,795) | $ 0 | $ (102,481) | $ (1,456) | |
Balance, Shares at Dec. 31, 2013 | 0 | 106,820,000 | 0 | 0 | 0 | 0 | |
Donated capital | $ 0 | $ 0 | $ 127,106 | $ 0 | $ 0 | $ 127,106 | |
Issued for cash, Value | $ 0 | $ 13,068 | $ 1,200,393 | $ 0 | $ 0 | $ 1,213,461 | |
Issued for cash, Shares | 0 | 13,068,050 | 0 | 0 | 0 | 0 | |
Issued for fixed asset, Value | $ 0 | $ 323 | $ 29,677 | $ 0 | $ 0 | $ 30,000 | |
Issued for fixed asset, Shares | 0 | 323,078 | 0 | 0 | 0 | 0 | |
Issued to retire notes payable, Value | $ 0 | $ 1,346 | $ 123,654 | $ 0 | $ 0 | $ 125,000 | |
Issued to retire notes payable, Shares | 0 | 1,346,154 | 0 | 0 | 0 | 0 | |
Stock owed for services | $ 0 | $ 0 | $ 187,320 | $ 280 | $ 0 | $ 187,600 | |
Issued for cash (APC) | 0 | 0 | 149,531 | 469 | 0 | 150,000 | |
Issuance of nonqualified stock options | 0 | 0 | 13,160 | 0 | 0 | 13,160 | |
Issued for services, Value | $ 0 | $ 1,250 | $ 473,750 | $ 0 | $ 0 | $ 475,000 | |
Issued for services, Shares | 0 | 1,250,000 | 0 | 0 | 0 | 0 | |
Issued to employees for services, Value | $ 0 | $ 38 | $ 9,462 | $ 0 | $ 0 | $ 9,500 | |
Issued to employees for services, Shares | 0 | 38,000 | 0 | 0 | 0 | 0 | |
Amortization of employee stock options | $ 0 | $ 0 | $ 1,172,676 | $ 0 | $ 0 | $ 1,172,676 | |
Issued for stock payable, Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Issued for stock payable, Shares | 0 | 0 | 0 | 0 | 0 | 0 | |
Issued with note, Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Issued with note, Shares | 0 | 0 | 0 | 0 | 0 | 0 | |
Beneficial conversion feature on convertible note | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Issued for exchange of stock options, Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Issued for exchange of stock options, Shares | 0 | 0 | 0 | 0 | 0 | 0 | |
Profit (loss) | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,117,941) | $ (3,117,941) | |
Balance, Value at Dec. 31, 2014 | $ 0 | $ 122,845 | $ 3,480,934 | $ 749 | $ (3,220,422) | $ 384,106 | |
Balance, Shares at Dec. 31, 2014 | 122,845,282 | 0 | 122,845,282 | 0 | 0 | 0 | 0 |
Issued for cash, Value | $ 0 | $ 400 | $ 49,600 | $ 0 | $ 0 | $ 50,000 | |
Issued for cash, Shares | 0 | 400,000 | 0 | 0 | 0 | 0 | |
Issued for services, Value | $ 0 | $ 3,267 | $ 521,900 | $ 0 | $ 0 | $ 525,167 | |
Issued for services, Shares | 0 | 3,266,667 | 0 | 0 | 0 | 0 | |
Amortization of employee stock options | $ 0 | $ 0 | $ 19,771 | $ 0 | $ 0 | $ 19,771 | |
Issued for stock payable, Value | $ 0 | $ 736 | $ 0 | $ (736) | $ 0 | $ 0 | |
Issued for stock payable, Shares | 0 | 736,077 | 0 | 0 | 0 | 0 | |
Issued with note, Value | $ 0 | $ 100 | $ 14,286 | $ 0 | $ 0 | $ 14,386 | |
Issued with note, Shares | 0 | 100,000 | 0 | 0 | 0 | 0 | |
Beneficial conversion feature on convertible note | $ 0 | $ 0 | $ 187,800 | $ 0 | $ 0 | $ 187,800 | |
Issued for exchange of stock options, Value | $ 0 | $ (2,000) | $ 2,000 | $ 0 | $ 0 | $ 0 | |
Issued for exchange of stock options, Shares | 0 | (2,000,000) | 0 | 0 | 0 | 0 | |
Profit (loss) | $ 0 | $ 0 | $ 0 | $ 0 | $ (1,315,407) | $ (1,315,407) | |
Balance, Value at Dec. 31, 2015 | $ 0 | $ 125,348 | $ 4,276,291 | $ 13 | $ (4,535,829) | $ (134,177) | |
Balance, Shares at Dec. 31, 2015 | 125,348,026 | 0 | 125,348,026 | 0 | 0 | 0 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net loss | $ (1,315,407) | $ (3,117,941) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 41,912 | 27,172 |
Gain on sale of investments | 0 | (200,000) |
Stock-based compensation expense | 544,938 | 1,182,176 |
Shares issued for services | 0 | 662,600 |
Shares issued for prepaid expenses | 0 | 133,161 |
Amortization of discounts on note payable | 70,571 | 0 |
Gain on forgiveness of notes payable | (2,000) | 0 |
Changes in operating assets and liabilities: | ||
Decrease (Increase) in accounts receivable | (8,355) | (116,892) |
Decrease (Increase) in deposits and prepaid expenses | (18,169) | (2,500) |
(Decrease) Increase in accounts payable and accrued liabilities | 2,545 | 297,018 |
Increase in liabilities from discontinued operations | 1,335 | 0 |
(Decrease) Increase in long-term liabilities | 0 | 691,781 |
Net cash (used) by operating activities | (682,630) | (443,425) |
Cash flows from investing activities | ||
Issuance of notes receivable | 0 | (155,000) |
Receipt of payments from notes receivable | 46,451 | 108,549 |
Sale of investments held to maturity | 0 | 200,000 |
Purchase of fixed assets | (3,384) | (186,610) |
Purchase of fixed assets from discontinued operations | (2,782) | 0 |
Construction in progress (increase/decrease) | (14,824) | 0 |
Purchase of property, plant and equipment | 0 | (1,098,553) |
Net cash provided by investing activities | 25,461 | (1,131,614) |
Financing activities | ||
Donated capital (increase/decrease) | 0 | 7,106 |
Repayment of notes payable | (3,617) | (41,008) |
Proceeds from notes payable | 75,000 | 166,008 |
Repayment of notes payable - related party | (188,500) | (106,325) |
Proceeds from notes payable - related party | 113,575 | 394,596 |
Proceeds from convertible notes payable - related party | 415,000 | 0 |
Common stock payable | 0 | 748 |
Issuances of common stock | 50,000 | 1,362,992 |
Net cash provided by financing activities | 461,458 | 1,784,117 |
Net increase (decrease) in cash | (195,711) | 209,078 |
Cash - beginning | 211,922 | 2,844 |
Cash - ending | 16,211 | 211,922 |
Supplemental disclosures: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Non-cash transactions: | ||
Common stock issued for fixed assets | 0 | 30,000 |
Common stock issued for stock payable | 736 | 0 |
Discount due to common stock issued with note | 14,386 | 0 |
Debt discount due to beneficial conversion feature | 187,800 | 0 |
Common stock exchanged for options | 2,000 | 0 |
Interest capitalized as construction in progress | $ 33,762 | $ 0 |
Note 1 - History and Organizati
Note 1 - History and Organization of The Company | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 1 - History and Organization of The Company | Note 1 History and organization of the company The Company was originally organized September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc. The Company was authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001 per share. On March 14, 2014, the Company acquired Blue Line Protection Group, Inc., a Colorado corporation formed in February 2014 (Blue Line Colorado), as a wholly-owned subsidiary of the Company. Blue Line Colorado provides protection, compliance and financial services to the lawful cannabis industry. On March 15, 2014, the Company agreed to acquire all of the issued and outstanding membership interests in Blue Line Protection Group, LLC, a Colorado limited liability company (Blue Line LLC). The closing of the acquisition is to take place once the Company is provided with financial statements, audited as necessary and in proper form, which would be satisfactory for filing in an 8-K report with the Securities and Exchange Commission. If the acquisition of Blue Line LLC does not occur by July 31, 2014, the agreement pertaining to the acquisition of Blue Line LLC will terminate. As of July 31, 2014, the terms and conditions of the agreement were not satisfied and was resultantly been terminated. On May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. (BLPG) On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the authorized number capital of the Company concurrently increased to 1,400,000,000 shares of $0.001 par value common stock. All references to share and per share amounts in the condensed consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split. Blue Line Protection Group, Inc. provides armed protection, financial solutions, logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as armored transportation service; security services, including shipment protection, money escorts, security monitoring, asset vaulting, VIP and dignitary protection, and others; financial services, such as handling transportation and storage of currency; training; and compliance services. |
Note 2 - Accounting Policies an
Note 2 - Accounting Policies and Procedures | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 2 - Accounting Policies and Procedures | Note 2 Accounting policies and procedures Principles of consolidation For the years ended December 31, 2015 and 2014, the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; BLAS), Blue Line Capital, Inc. (a Colorado corporation; Blue Line Capital), Blue Line Protection Group (California), Inc. (a California corporation; Blue Line California), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; Blue Line Illinois), BLPG, Inc. (a Nevada corporation; Blue Line Nevada), Blue Line Protection Group (Washington), Inc. (a Washington corporation; Blue Line Washington). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the Company. Basis of presentation The financial statements present the balance sheets, statements of operations, stockholders equity (deficit) and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company has adopted December 31 as its fiscal year end. Use of estimates The preparation of 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2015 and 2014. Accounts receivable Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. Allowance for uncollectible accounts The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. The allowance for doubtful customer and vendor receivables was $0 and $18,864 at December 31, 2015 and 2014, respectively. Notes receivable Notes receivable are measured at historical cost and reported at their outstanding principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans. Interest income on notes receivable is recognized using the interest method. Interest income on impaired loans is recognized as cash is collected or on a cost-recovery basis. Property and equipment Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Automotive Vehicles 5 years Furniture and Equipment 7 years Buildings and Improvements 15 years The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as December 31, 2015 and 2014. Depreciation expense for the years ended December 31, 2015 and 2014 totaled $41,912 and $27,172, respectively. Impairment of long-lived assets The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the assets carrying value and its fair value or disposable value. As of December 31, 2015 and 2014, the Company determined that none of its long-term assets were impaired. Concentration of business and credit risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Companys financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits. The Company had four major customers which generated approximately 49% (15%, 12%, 12% and 10%) of total revenue in the year ended December 31, 2015. The Company had two major customers which generated approximately 26% (15%, and 11%, ) of total revenue in the year ended December 31, 2014. Fair value of financial instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Revenue recognition The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of its fees is reasonably assured. Advertising costs The Company expenses all costs of advertising as incurred. There were $30,502 and $189,536 in advertising costs for the years ended December 31, 2015 and 2014, respectively. General and administrative expenses The significant components of general and administrative expenses consist mainly of legal and professional fees and compensation. Stock-based compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employees requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, Equity-Based Payments to Non-Employees, which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustment as the underlying equity instruments vest. Cost of Revenue The Companys cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically purposed for the benefit of the Companys client. Basic and Diluted Earnings per share Net loss per share is provided in accordance with FASB ASC 260-10, Earnings per Share. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Dividends The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception. Income Taxes The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Restatement On April 8, 2016, the Company determined that the Companys consolidated financial statements for the fiscal year ended December 31, 2014 should no longer be relied upon since the expense for the fair value of the stock options vested upon grant was incorrectly amortized instead of being expensed during the year. The effects of the restatement on the Companys financial statements as of, and for the year ended December 31, 2014, are following: Balance Sheet As Previously Effect of As Reported Restatement Restated Additional paid-in capital $ 2,788,934 $ 692,000 $ 3,480,934 Accumulated (Deficit) $ (2,528,422) $ (692,000) $ (3,220,422) Consolidated Statement of Operations As Previously Effect of As Reported Restatement Restated Stock based compensation $ 480,675 $ 692,000 $ 1,172,675 Net loss $ (2,425,941 ) $ (692,000 ) $ (3,117,941 ) Net loss per share basic $ (0.02 ) $ (0.01 ) $ (0.03 ) Net loss per share fully diluted $ (0.02 ) $ (0.01 ) $ (0.03 ) Consolidated Statement of Shareholders Equity As Previously Effect of As Reported Restatement Restated Additional paid-in capital $ 2,788,934 $ 692,000 $ 3,480,934 Accumulated (Deficit) $ (2,528,422 ) $ (692,000 ) $ (3,220,422 ) Consolidated Statement of Cash Flows As Previously Effect of As Reported Restatement Restated Operating activities Net loss $ (2,425,941 $ (692,000 ) $ (3,117,941 ) Stock based compensation expense $ 490,176 $ 692,000 $ 1,182,176 Contingencies On December 28, 2015 the Companys former CFO resigned. Mr. Deparini purports his resignation was made pursuant to a termination clause for other than cause if he is required to undertake other responsibilities other then set forth in his employment agreement. Mr., Deparini claims through the date of his resignation he is owed a total of $154,000 in accrued compensation, $575 in accrued authorized expenses and the remaining balance of his base salary as defined in the employment agreement in the amount of $179,000. As of December 31, 2015 the Company has accrued a total of $125,575. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will vigorously defend the litigation. On November 6, 2015 Daniel Sullivan sent a wage claim demand. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $8,055 and unreimbursed expenses in the amount of $154,409. The Company denies the agreement was ever signed. As of December 31, 2015 the Company accrued a total of $88,968. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will vigorously defend the litigation. Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. If the alleged loan was actually made the Company will seek an out-of-court settlement. As of December 31, 2015 the Company accrued a total of $98,150. Leases On February 15, 2014 the company entered into a sublease agreement for approximately 2,000 square feet of office space on a month to month basis contingent on the lessors master lease for the premises. The lease amount adjusts yearly and the current lease is $1,613.56 per month. On July 30, 2015 the company entered into a month to month lease for approximately 1,500 square feet to be used for training. Recent pronouncements The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
Note 3 - Going Concern
Note 3 - Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 3 - Going Concern | Note 3 - Going concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a net loss of $1,315,407 for the year ended December 31, 2015 and had a working capital deficit of $1,422,172 as of December 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. The Company is currently conducting a private placement of its common stock to raise proceeds to finance its plan of operation. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. |
Note 4 - Deposits and Notes Rec
Note 4 - Deposits and Notes Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 4 - Deposits and Notes Receivable | Note 4 Deposits and notes receivable On May 20, 2014, the Company entered into a Security Deposit Agreement with a third-party fuel credit provider, whereby the Company was obligated to pay an initial security deposit in the amount of $2,500. The balance of the Deposit, as of December 31, 2015 and 2014 was $2,500. The Company provides short-term, secured financing to clients, represented as notes receivable. During the year ended December 31, 2014, the Company loaned a total of $105,000 to a non-affiliated entity on a revolving basis at a rate of 18% per annum and due within one year from the date of issuance. The borrower repaid the entire $105,000 balance and interest accrued thereupon during the year ended December 31, 2014. As of December 31, 2014 the principal balance of the loan is $0 and interest income recognized was $121. On May 15, 2014, the Company loaned $50,000 to a non-affiliated entity on a revolving basis at a rate of 18% per annum and due within one year from the date of issuance. As of December 31, 2014, the principal balance of the loan is $46,451 and accrued interest thereupon was $834. The outstanding balance was collected during 2015. |
Note 5 - Fixed Assets and Const
Note 5 - Fixed Assets and Construction in Progress | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 5 - Fixed Assets and Construction in Progress | Note 5 Fixed assets and construction in progress Fixed assets consisted of the following at: December 31, 2015 December 31, 2014 Automotive vehicles $ 173,926 $ 173,926 Furniture and equipment 46,068 44,204 Fixed assets, total 219,994 218,130 Less: accumulated depreciation (69,084 ) (28,692 ) Fixed assets, net (Machinery and equipment, net) $ 150,910 $ 189,438 Depreciation expenses for the years ended December 31, 2015 and 2014 were $41,912 and $27,172, respectively. On July 15, 2014, the Company purchased a commercial building for a total purchase price of $750,000, for which the Company paid a down payment of $75,000 and financed the remaining $675,000 in the form of a promissory note. The note bears interest at a rate of 5% per annum on the unpaid principal balance and is due in full on July 31, 2016. Interest is paid monthly, in arrears, in the amount of $2,813 beginning August 31, 2014. Through December 31, 2015, approximately $363,377 in capital improvements and $33,762 of capitalized expenses have been made to the property. As of December 31, 2015, the Company has not yet completed the construction on the property and it was not available and ready for use, accordingly, no depreciation expense has been recorded. As of December 31, 2015 and 2014, the balance of construction in progress was $1,147,139 and $1,098,553, respectively. |
Note 6 - Discontinued Operation
Note 6 - Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 6 - Discontinued Operations | Note 6 Discontinued Operations Effective September 30, 2015, the Company ceased operations of Blue Line Advisory Services, Inc. The following table summarizes the assets and liabilities of discontinued operations and the loss from discontinued operations: December 31, 2015 December 31. 2014 Assets of discontinued operations: Fixed assets $ 2,782 $ Total assets held for disposal 2,782 Liabilities of discontinued operations: Accounts payable 1,335 Total liabilities held for disposal $ 1,335 $ Income and Expenses of Discontinued Operations For the Period from For the Year April 22, 2014 Ended (Inception) to December 31, 2015 June 30, 2014 Revenue $ 67,920 __ Costs of revenue $ 52,222 __ General and administrative expenses $ 70,604 $ Loss from discontinued operations $ (54,906 ) $ |
Note 7 - Notes Payable
Note 7 - Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 7 - Notes Payable | Note 7 Notes payable Through December 31, 2014, a non-affiliated third-party loaned the Company an aggregate of $2,000 in cash. The note bears no interest and is due upon demand. During 2015, the note was forgiven resulting in a gain on the forgiveness of debt of $2,000. On February 21, 2014, the Company issued a Promissory Note to one non-affiliated person in the amount of $100,000. The loan was due and payable on demand and bore no interest. In April 2014, the lender agreed to convert the entire principal balance of $100,000, into 1,076,923 shares of common stock. As of December 31, 2014 and 2015, the principal balance owed on this loan is $0. On February 21, 2014, the Company issued a Promissory Note to one non-affiliated entity in the amount of $25,000. The loan was due and payable on demand and bore no interest. In April 2014, the lender agreed to convert the entire principal balance of $25,000, into 269,231 shares of common stock. As of December 31, 2014 and 2015, the principal balance owed on this loan is $0. On March 26, 2014, the Company issued a Promissory Note to one non-affiliated person in the amount of $25,000 for cash paid to purchase a vehicle on behalf of the Company. The loan was due and payable on demand and bore no interest. The loan was repaid in full. As of December 31, 2014 and 2015, the principal balance owed on this loan was $0. During April 2014, the Company borrowed $16,008 from a non-affiliated person. The loan was due and payable on demand and bore no interest. The loan was repaid in full. As of December 31, 2014 and 2015, the principal balance owed on this loan was $0. During February 2015, the Company borrowed $50,000 from a non-affiliated person. The loan was due and payable on demand with interest at 10% per annum. As of December 31, 2015, the principal balance owed on this loan was $50,000. During April 2015, the Company borrowed $25,000 from a non-affiliated person. The loan was due and payable on demand and bore interest at 6% and has a 5% penalty upon default. As of December 31, 2015, the principal balance owed on this loan was $25,000. |
Note 8 - Notes Payable - Relate
Note 8 - Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 8 - Notes Payable - Related Party | Note 8 Notes payable related party On July 31, 2014, the Company borrowed $98,150 from an entity materially controlled by an officer and shareholder of the Company. The loan is due and payable on demand and bears no interest. As of December 31, 2015 and 2014, the principal balance owed on this loan is $98,150. As of December 31, 2014, a related party loaned the Company an aggregate of $10,000, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. During the year ended December 31, 2015 the Company borrowed an additional $20,000 and as of December 31, 2015 and 2014, the principal balance owed on this loan was $30,000 and $10,000, respectively. As of December 31, 2014, a related party loaned the Company an aggregate of $180,122, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. The Company repaid $125,500 towards this note during 2015 and as of December 31, 2015 and 2014, the principal balance owed on this loan was $54,622 and $180,122, respectively. During 2015, the Company borrowed $20,000 from an entity materially controlled by a shareholder of the Company. The loan is due and payable on demand and bears no interest. During 2015, the Company repaid the amount owed of $20,000. During 2015, the company borrowed $43,575 from the former CFO. As of December 31, 2015 $43,000 of the loan had been repaid. As of December 31, 2015 the principal amount owed is $575. The note is non-interest bearing, due on demand and outstanding as of December 31, 2015. During October 2015, the Company borrowed $30,000 from an entity materially controlled by an officer of the Company. The loan was due and payable on demand and is non-interest bearing. As of December 31, 2015, the principal balance owed on this loan was $30,000. Convertible notes payable to related party In July 2015, the Company entered into an arrangement with a related party, whereby the Company could borrow up to $500,000 in Convertible Notes. The Convertible Note bears interest at a rate of 5% per annum and payable quarterly in arrears and matures twelve months from the date of issuance, and is convertible into shares of the Companys common stock at a per share conversion price equal to $0.025. Through December 31, 2015, the Company borrowed a total of $415,000. As of December 31, 2015, the principal balance owed on this Convertible Note is $415,000. The Company evaluated the convertible note for possible embedded derivatives and concluded that none exist. However, the Company concluded a portion of the note should be allocated to additional paid-in capital as a beneficial conversion feature at the issuance date, since the conversion price on that date was lower than the fair market value of the underlying stock. Resultantly, a discount of $187,800 was attributed to the beneficial conversion feature of the note, which amount is being amortized through the maturity date of the note. As of December 31, 2015, a total of $56,185 has been amortized and recorded as interest expense, leaving a balance of $131,615 in discounts related to the beneficial conversion feature of this note. The carrying amount of the convertible note, net of the unamortized debt discount, was $283,385 and $0 as of December 31, 2015 and 2014, respectively. |
Note 9 - Long Term Notes Payabl
Note 9 - Long Term Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 9 - Long Term Notes Payable | Note 9 Long term notes payable On July 15, 2014, the Company purchased a commercial building for a total purchase price of $750,000, for which the Company paid a down payment of $75,000 and financed the remaining $675,000 in the form of a promissory note. The note bears interest at a rate of 5% per annum on the unpaid principal balance and is due in full on July 31, 2016. Interest is paid monthly, in arrears, in the amount of $2,813 beginning August 31, 2014. As of December 31, 2015, the principal balance is $675,000 and a total of $49,292 in interest payments have been made. On November 21, 2014, the Company purchased a vehicle for a purchase price of $20,827, net of discounts. The Company financed the entire amount of $20,827 at an interest rate of 2.42% for five years, with a maturity date of December 5, 2019. As of December 31, 2015, the total principal balance of the note is $16,898, of which $12,836 is considered a long-term liability and the current portion of $4,062 is considered a current liability. |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 10 - Stockholders' Equity | Note 10 - Stockholders equity The Company was originally authorized to issue 100,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock. On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the number of authorized shares increased to 1,400,000,000 shares of $0.001 par value common stock. All references to share and per share amounts in the condensed consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split. From March 24 through March 27, 2014, the Company sold an aggregate of 13,068,050 shares of its common stock for gross cash proceeds of $1,213,501. On March 27, 2014, the Company purchased a vehicle from a non-affiliated entity with 323,078 shares of its common stock in lieu of cash. The value of this transaction was $30,000. On April 8, 2014, the Company issued a total of 1,076,923 shares of common stock for the conversion of a promissory note in the total amount of $100,000. On April 8, 2014, the Company issued a total of 269,231 shares of common stock for the conversion of a promissory note in the total amount of $25,000. On June 11, 2014, the Company entered into an investment banking agreement, for which it was obligated to issue 280,000 shares of its common stock with a fair market value of $187,600. The stock was subscribed for; however, the certificates representing the shares were not issued as of December 31, 2014 and, resultantly, are considered owed as a common stock payable of $280. On September 15, 2014, the Company received a subscription for 468,750 shares of its common stock for $150,000. The stock was subscribed for; however, the certificates representing the shares were not issued as of December 31, 2014 and, resultantly, are considered owed as a common stock payable of $469. On October 22, 2014, the Company entered into an investment banking agreement, for which it issued 1,250,000 shares of its common stock with a fair market value of $475,000. On December 24, 2014, the Company issued 38,000 shares of its common stock to various employees under its employee stock incentive program. The fair value of the shares on the date of issuance was $9,500. During the year ended December 31, 2015 the Company sold a total of 400,000 shares of common stock for cash in the amount of $50,000 ($.125 per share). During the year ended December 31, 2015 the Company issued a total of 3,226,667 shares of common stock to various employees and consultant valued at $526,167 as compensation ($.161 per share) During the year ended December 31, 2015 the Company issued a total of 100,000 shares of common stock as additional consideration on a note payable valued at $14,386 ($.144 per share). The $14,386 was recognized as a discount to the note which was fully amortized to interest expense during 2015. During the year ended December 31, 2015 the Company exchanged 2, 000,000 shares of common stock for stock options. During the year ended December 31, 2015, the Company issued 736,077 shares of our common stock for shares committed to be issued during 2014. This amount had previously been recorded as a common stock payable. Restricted Stock Units The Company measures all employee share-based payment awards using a fair-value method. The Company has a policy of issuing new shares to satisfy stock option exercises and issuance of stock awards. A summary of the Companys Restricted Stock Unit (RSU) activity and related information for 2015 and 2014 is as follow: Number Of RSUs Weighted-Average Grant Date Fair Value Per Share Balance at December 31, 2014 0 $ 0.00 Granted 9,050,000 $ 0.16 Vested 3,266,667 $ 0.16 Cancelled (5,783,333 ) $ 0.16 Balance at December 31, 2015 -- $ 0.16 On April 24, 2015, the Company issued 1,000,000 shares of its common stock as Restricted Stock Units to a director of a subsidiary company as compensation. During 2015, the Company entered into a Settlement Agreement with this subsidiary director, whereby, subject to the terms and conditions of the settlement, the parties mutually rescinded all prior existing agreements between them, as well as all compensatory arrangements set forth therein and the director returned 750,000 shares to the Company for cancellation. During the year ended December 31, 2015, the Company recorded $42,500of share-based compensation expense related to the shares vested under the original director agreement. On May 1, 2015, the Company issued an aggregate of 2,050,000 shares of its common stock as Restricted Stock Units to employees as incentive compensation. During 2015, the Company entered into Settlement Agreements with certain of these employees, whereby, subject to the terms and conditions of the settlements, the parties mutually rescinded all prior existing agreements between them, as well as all compensatory arrangements set forth therein and returned 1,033,333 shares to the Company for cancellation. During the year ended December 31, 2015, the Company recorded $162.667 of share-based compensation expense related to the shares vested under the original employment agreements. On May 1, 2015, the Company issued Restricted Stock Units to an employee pursuant to the satisfaction of performance conditions of his employment agreement. The employee is eligible to earn up to an aggregate of 6,000,000 restricted stock units in accordance with the following schedule: (a) 2,000,000 shares upon the Company realizing consolidated revenue of $1,000,000 and (b) an additional 2,000,000 shares for each additional $1,000,000 of consolidated revenue up to a maximum of an additional 4,000,000 shares. As of May 1, 2015, the Company issued 2,000,000 shares of its common stock to this employee. The fair market value of the common stock on the date of issuance was $0.16 per share. The Company recognized compensation expense in the amount of $320,000 during the year ended December 31, 2015. This award was modified during November 2015 and the 2,000,000 previously issued common shares were exchanged for 4,500,000 common stock options. Total stock-based compensation expense in connection with restricted stock units granted to employees recognized in the consolidated statement of operations for year ended December 31, 2015 and 2014 was $525,167and $0, respectively. |
Note 11 - Warrants and Options
Note 11 - Warrants and Options | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 11 - Warrants and Options | Note 11 Warrants and options All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-Scholes option valuation model. The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model. Volatility is an estimate based on the calculated historical volatility of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option award. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award. In 2014, the Company used a volatility ranging from 256.35% to 264.57%, risk free rate ranging from 1.52% to 1.80%, an expected term of 5 years and zero expected dividends. In 2015, the Company used a volatility ranging from 260% to 265%, risk free rate ranging from 1.37% to 1.62%, an expected term of 5 years and zero expected dividends. As of December 31, 2013, there were no warrants or options outstanding to acquire any additional shares of common stock. On March 1, 2014, the Company issued stock options to an officer of the Company to purchase 4,806,900 shares of the Companys common stock at an exercise price of $0.14 per share. The options vest in three annual installments, with the first portion immediately vested. The options carry a life of five years. On April 1, 2014, the Company issued stock options to an employee of the Company to purchase 300,000 shares of the Companys common stock at an exercise price of $0.07 per share. The options vest in three annual installments, with the first portion immediately vested. The options carry a life of five years. On June 3, 2014, the Company issued stock options to an employee of the Company to purchase 150,000 shares of the Companys common stock at an exercise price of $0.07 per share. The options vest over three years. The options carry a life of five years. On August 1, 2014, the Company issued stock options to an officer of the Company to purchase 4,500,000 shares of the Companys common stock at an exercise price of $0.39 per share. The options vest in three annual installments, with the first portion immediately vested. The options carry a life of five years. On August 1, 2014, the Company issued stock options to an officer of the Company to purchase 1,200,000 shares of the Companys common stock at an exercise price of $0.39 per share. The options vest in three annual installments, with the first portion immediately vested. The options carry a life of five years. On July 9, 2014, the Company issued non-employee stock options to a third-party consultant purchase up to 30,000 shares of the Companys common stock. The options have a fair market value of $13,160, all of which was recognized as professional fees during the year ended December 31, 2014. On December 10, 2014, the Company issued stock options to its employees under an incentive plan. The employees were granted options to purchase up to an aggregate of 900,000 shares of the Companys common stock at an exercise price of $0.25 per share and carry a life of five years. During the year ended December 31, 2015 the Company granted a total of 1,410,000 stock options at prices ranging from $.05 -$.23 to various employees. The options vest over three years and carry a life of five years. On July 28, 2015, the Company issued stock options to an officer of the Company to purchase 6,328,764 shares of the Companys common stock at an exercise price of $0.034 per share. The options vest over three years, with the first third immediately vested. The options carry a life of five years. During the year ended December 31, 2015 the Company granted a total of 5,336,238 additional stock options as a result of the modification of previously granted options and restricted stock unit awards. During the year ended December 31, 2015 a total of 7,705,164 stock options were forfeited by various employees of the Company. The following is a summary of the Companys stock option activity for the years ended December 31, 2015 and 2014: Number Of Shares Weighted-Average Exercise Price Outstanding at December 31, 2013 - $ 0.00 Granted 11,886,900 $ 0.29 Exercised - $ 0.00 Cancelled - $ 0.00 Outstanding at December 31, 2014 11,886,900 $ 0.29 Granted 7,738,764 $ 0.06 Granted as a result of modified awards 5,336,238 $ 0.06 Exercised - $ 0.00 Cancelled (7,705,164 ) $ 0.29 Outstanding at December 31, 2015 17,256,738 $ 0.14 Options exercisable at December 31, 2014 2,204,417 $ 0.58 Options exercisable at December 31, 2015 8,150,896 $ 0.19 The following tables summarize information about stock options outstanding and exercisable at December 31, 2015 and 2014: OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2015 Range of Exercise Prices Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.035 1.00 17,256,738 4.47 $ 0.14 8,150,896 $ 0.19 17,256,738 4.47 $ 0.14 8,150,896 $ 0.19 OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2014 Range of Exercise Prices Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.035 - 0.71 11,886,900 2.39 $ 0.29 2,204,417 $ 0.58 11,886,900 2.39 $ 0.29 2,204,417 $ 0.58 Total stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of operations for the years ended December 31, 2015 and 2014 was $19,771and $1,172,676, respectively. |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 12 - Income Taxes | Note 12 Income taxes For the years ended December 31, 2015 and 2014, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2015 and 2014, the Company had approximately $3,224,320 and $2,528,422 of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2027. The provision for income taxes consisted of the following components for the years ended December 31: Components of net deferred tax assets, including a valuation allowance, are as follows at December 31: December 31 2015 2014 Deferred tax assets: Net operating loss carry forwards $ 1,128,512 $ 884,948 Valuation allowance (1,128,512 ) (884,948 ) Total deferred tax assets $ - $ - The valuation allowance for deferred tax assets as of December 31, 2015 and 2014 was $1,128,512 and $884,948, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2015 and 2014 and recorded a full valuation allowance. Reconciliation between the statutory rate and the effective tax rate is as follows at December 31: 2015 & 2014 Federal statutory tax rate (35.0 ) % Permanent difference and other 35.0 % |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 13 - Subsequent Events | Note 13 Subsequent Events In January 2016 the Company borrowed $58,000 from an unrelated third party. The loan has a maturity date of November 1, 2016 and bears interest at the rate of 8% per year. If the loan is not paid when due, any unpaid loan amount will bear interest at 22% per year. The Lender is entitled, at its option, at any time after July 26, 2016 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Companys common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date. The Company may prepay this note according to the following schedule: Payment date on or before Payment Amount May 27, 2016 $ 69,600 June 26, 2016 $ 75,400 July 26, 2016 $ 78,300 After July 26, 2016, the Company may not prepay the note. On April 1, 2016 the Company borrowed $144,000 from an unrelated third party. The loan bears interest at a rate of 24.25% per year and is due and payable on April 1, 2017. On April 14, 2016, the Company entered into an agreement with an unrelated third party to provide the Company with investor relations services. Upon signing the agreement, the Company paid the investor relations consultant $75,000 and issued the consultant 1,500,000 shares of its restricted common stock. The agreement requires the Company to pay the consultant an additional $75,000 prior to June 14, 2016. On April 18, 2016 and May 1, 2016, the Companys Chief Executive Officer collectively loaned the Company $40,000. The loan is unsecured, due on demand and does not bear interest. |
Note 2 - Accounting Policies 20
Note 2 - Accounting Policies and Procedures: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Principles of Consolidation | Principles of consolidation For the years ended December 31, 2015 and 2014, the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; BLAS), Blue Line Capital, Inc. (a Colorado corporation; Blue Line Capital), Blue Line Protection Group (California), Inc. (a California corporation; Blue Line California), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; Blue Line Illinois), BLPG, Inc. (a Nevada corporation; Blue Line Nevada), Blue Line Protection Group (Washington), Inc. (a Washington corporation; Blue Line Washington). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the Company. |
Note 2 - Accounting Policies 21
Note 2 - Accounting Policies and Procedures: Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Basis of Presentation | Basis of presentation The financial statements present the balance sheets, statements of operations, stockholders equity (deficit) and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company has adopted December 31 as its fiscal year end. |
Note 2 - Accounting Policies 22
Note 2 - Accounting Policies and Procedures: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Use of Estimates | Use of estimates The preparation of 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Note 2 - Accounting Policies 23
Note 2 - Accounting Policies and Procedures: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Cash and Cash Equivalents | Cash and cash equivalents The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2015 and 2014. |
Note 2 - Accounting Policies 24
Note 2 - Accounting Policies and Procedures: Accounts Receivable (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Accounts Receivable | Accounts receivable Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. |
Note 2 - Accounting Policies 25
Note 2 - Accounting Policies and Procedures: Allowance For Uncollectible Accounts (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Allowance For Uncollectible Accounts | Allowance for uncollectible accounts The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. The allowance for doubtful customer and vendor receivables was $0 and $18,864 at December 31, 2015 and 2014, respectively. |
Note 2 - Accounting Policies 26
Note 2 - Accounting Policies and Procedures: Notes Receivable (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Notes Receivable | Notes receivable Notes receivable are measured at historical cost and reported at their outstanding principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans. Interest income on notes receivable is recognized using the interest method. Interest income on impaired loans is recognized as cash is collected or on a cost-recovery basis. |
Note 2 - Accounting Policies 27
Note 2 - Accounting Policies and Procedures: Property and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Property and Equipment | Property and equipment Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Automotive Vehicles 5 years Furniture and Equipment 7 years Buildings and Improvements 15 years The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as December 31, 2015 and 2014. Depreciation expense for the years ended December 31, 2015 and 2014 totaled $41,912 and $27,172, respectively. |
Note 2 - Accounting Policies 28
Note 2 - Accounting Policies and Procedures: Impairment of Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the assets carrying value and its fair value or disposable value. As of December 31, 2015 and 2014, the Company determined that none of its long-term assets were impaired. |
Note 2 - Accounting Policies 29
Note 2 - Accounting Policies and Procedures: Concentration of Business and Credit Risk (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Concentration of Business and Credit Risk | Concentration of business and credit risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Companys financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits. The Company had four major customers which generated approximately 49% (15%, 12%, 12% and 10%) of total revenue in the year ended December 31, 2015. The Company had two major customers which generated approximately 26% (15%, and 11%, ) of total revenue in the year ended December 31, 2014. |
Note 2 - Accounting Policies 30
Note 2 - Accounting Policies and Procedures: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Fair Value of Financial Instruments | Fair value of financial instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Note 2 - Accounting Policies 31
Note 2 - Accounting Policies and Procedures: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Revenue Recognition | Revenue recognition The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of its fees is reasonably assured. |
Note 2 - Accounting Policies 32
Note 2 - Accounting Policies and Procedures: Advertising Costs (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Advertising Costs | Advertising costs The Company expenses all costs of advertising as incurred. There were $30,502 and $189,536 in advertising costs for the years ended December 31, 2015 and 2014, respectively. |
Note 2 - Accounting Policies 33
Note 2 - Accounting Policies and Procedures: General and Administrative Expenses (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
General and Administrative Expenses | General and administrative expenses The significant components of general and administrative expenses consist mainly of legal and professional fees and compensation. |
Note 2 - Accounting Policies 34
Note 2 - Accounting Policies and Procedures: Stock-based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Stock-based Compensation | Stock-based compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employees requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, Equity-Based Payments to Non-Employees, which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustment as the underlying equity instruments vest. |
Note 2 - Accounting Policies 35
Note 2 - Accounting Policies and Procedures: Cost of Revenue (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Cost of Revenue | Cost of Revenue The Companys cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically purposed for the benefit of the Companys client. |
Note 2 - Accounting Policies 36
Note 2 - Accounting Policies and Procedures: Basic and Diluted Earnings Per Share (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings per share Net loss per share is provided in accordance with FASB ASC 260-10, Earnings per Share. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. |
Note 2 - Accounting Policies 37
Note 2 - Accounting Policies and Procedures: Dividends (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Dividends | Dividends The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception. |
Note 2 - Accounting Policies 38
Note 2 - Accounting Policies and Procedures: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Income Taxes | Income Taxes The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. |
Note 2 - Accounting Policies 39
Note 2 - Accounting Policies and Procedures: Restatement (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Restatement | Restatement On April 8, 2016, the Company determined that the Companys consolidated financial statements for the fiscal year ended December 31, 2014 should no longer be relied upon since the expense for the fair value of the stock options vested upon grant was incorrectly amortized instead of being expensed during the year. The effects of the restatement on the Companys financial statements as of, and for the year ended December 31, 2014, are following: Balance Sheet As Previously Effect of As Reported Restatement Restated Additional paid-in capital $ 2,788,934 $ 692,000 $ 3,480,934 Accumulated (Deficit) $ (2,528,422) $ (692,000) $ (3,220,422) Consolidated Statement of Operations As Previously Effect of As Reported Restatement Restated Stock based compensation $ 480,675 $ 692,000 $ 1,172,675 Net loss $ (2,425,941 ) $ (692,000 ) $ (3,117,941 ) Net loss per share basic $ (0.02 ) $ (0.01 ) $ (0.03 ) Net loss per share fully diluted $ (0.02 ) $ (0.01 ) $ (0.03 ) Consolidated Statement of Shareholders Equity As Previously Effect of As Reported Restatement Restated Additional paid-in capital $ 2,788,934 $ 692,000 $ 3,480,934 Accumulated (Deficit) $ (2,528,422 ) $ (692,000 ) $ (3,220,422 ) Consolidated Statement of Cash Flows As Previously Effect of As Reported Restatement Restated Operating activities Net loss $ (2,425,941 $ (692,000 ) $ (3,117,941 ) Stock based compensation expense $ 490,176 $ 692,000 $ 1,182,176 |
Note 2 - Accounting Policies 40
Note 2 - Accounting Policies and Procedures: Contingencies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Contingencies | Contingencies On December 28, 2015 the Companys former CFO resigned. Mr. Deparini purports his resignation was made pursuant to a termination clause for other than cause if he is required to undertake other responsibilities other then set forth in his employment agreement. Mr., Deparini claims through the date of his resignation he is owed a total of $154,000 in accrued compensation, $575 in accrued authorized expenses and the remaining balance of his base salary as defined in the employment agreement in the amount of $179,000. As of December 31, 2015 the Company has accrued a total of $125,575. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will vigorously defend the litigation. On November 6, 2015 Daniel Sullivan sent a wage claim demand. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $8,055 and unreimbursed expenses in the amount of $154,409. The Company denies the agreement was ever signed. As of December 31, 2015 the Company accrued a total of $88,968. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will vigorously defend the litigation. Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. If the alleged loan was actually made the Company will seek an out-of-court settlement. As of December 31, 2015 the Company accrued a total of $98,150. |
Note 2 - Accounting Policies 41
Note 2 - Accounting Policies and Procedures: Leases (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Leases | Leases On February 15, 2014 the company entered into a sublease agreement for approximately 2,000 square feet of office space on a month to month basis contingent on the lessors master lease for the premises. The lease amount adjusts yearly and the current lease is $1,613.56 per month. On July 30, 2015 the company entered into a month to month lease for approximately 1,500 square feet to be used for training. |
Note 2 - Accounting Policies 42
Note 2 - Accounting Policies and Procedures: Recent Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Recent Pronouncements | Recent pronouncements The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
Note 2 - Accounting Policies 43
Note 2 - Accounting Policies and Procedures: Property and Equipment: Property, Plant and Equipment, Schedule of Significant Acquisitions and Disposals (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Property, Plant and Equipment, Schedule of Significant Acquisitions and Disposals | Automotive Vehicles 5 years Furniture and Equipment 7 years Buildings and Improvements 15 years |
Note 2 - Accounting Policies 44
Note 2 - Accounting Policies and Procedures: Restatement: Schedule of Error Corrections and Prior Period Adjustments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Error Corrections and Prior Period Adjustments | Balance Sheet As Previously Effect of As Reported Restatement Restated Additional paid-in capital $ 2,788,934 $ 692,000 $ 3,480,934 Accumulated (Deficit) $ (2,528,422) $ (692,000) $ (3,220,422) Consolidated Statement of Operations As Previously Effect of As Reported Restatement Restated Stock based compensation $ 480,675 $ 692,000 $ 1,172,675 Net loss $ (2,425,941 ) $ (692,000 ) $ (3,117,941 ) Net loss per share basic $ (0.02 ) $ (0.01 ) $ (0.03 ) Net loss per share fully diluted $ (0.02 ) $ (0.01 ) $ (0.03 ) Consolidated Statement of Shareholders Equity As Previously Effect of As Reported Restatement Restated Additional paid-in capital $ 2,788,934 $ 692,000 $ 3,480,934 Accumulated (Deficit) $ (2,528,422 ) $ (692,000 ) $ (3,220,422 ) Consolidated Statement of Cash Flows As Previously Effect of As Reported Restatement Restated Operating activities Net loss $ (2,425,941 $ (692,000 ) $ (3,117,941 ) Stock based compensation expense $ 490,176 $ 692,000 $ 1,182,176 |
Note 5 - Fixed Assets and Con45
Note 5 - Fixed Assets and Construction in Progress: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Property, Plant and Equipment | December 31, 2015 December 31, 2014 Automotive vehicles $ 173,926 $ 173,926 Furniture and equipment 46,068 44,204 Fixed assets, total 219,994 218,130 Less: accumulated depreciation (69,084 ) (28,692 ) Fixed assets, net (Machinery and equipment, net) $ 150,910 $ 189,438 |
Note 10 - Stockholders' Equity_
Note 10 - Stockholders' Equity: Schedule of Share-based Compensation, Restricted Stock Units Award Activity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Number Of RSUs Weighted-Average Grant Date Fair Value Per Share Balance at December 31, 2014 0 $ 0.00 Granted 9,050,000 $ 0.16 Vested 3,266,667 $ 0.16 Cancelled (5,783,333 ) $ 0.16 Balance at December 31, 2015 -- $ 0.16 |
Note 11 - Warrants and Options_
Note 11 - Warrants and Options: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options, Activity | Number Of Shares Weighted-Average Exercise Price Outstanding at December 31, 2013 - $ 0.00 Granted 11,886,900 $ 0.29 Exercised - $ 0.00 Cancelled - $ 0.00 Outstanding at December 31, 2014 11,886,900 $ 0.29 Granted 7,738,764 $ 0.06 Granted as a result of modified awards 5,336,238 $ 0.06 Exercised - $ 0.00 Cancelled (7,705,164 ) $ 0.29 Outstanding at December 31, 2015 17,256,738 $ 0.14 Options exercisable at December 31, 2014 2,204,417 $ 0.58 Options exercisable at December 31, 2015 8,150,896 $ 0.19 |
Note 11 - Warrants and Option48
Note 11 - Warrants and Options: Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding | OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2015 Range of Exercise Prices Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.035 1.00 17,256,738 4.47 $ 0.14 8,150,896 $ 0.19 17,256,738 4.47 $ 0.14 8,150,896 $ 0.19 OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2014 Range of Exercise Prices Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.035 - 0.71 11,886,900 2.39 $ 0.29 2,204,417 $ 0.58 11,886,900 2.39 $ 0.29 2,204,417 $ 0.58 |
Note 12 - Income Taxes_ Schedul
Note 12 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31 2015 2014 Deferred tax assets: Net operating loss carry forwards $ 1,128,512 $ 884,948 Valuation allowance (1,128,512 ) (884,948 ) Total deferred tax assets $ - $ - |
Note 12 - Income Taxes_ Sched50
Note 12 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2015 & 2014 Federal statutory tax rate (35.0 ) % Permanent difference and other 35.0 % |
Note 13 - Subsequent Events_ Sc
Note 13 - Subsequent Events: Schedule of Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Subsequent Events | Payment date on or before Payment Amount May 27, 2016 $ 69,600 June 26, 2016 $ 75,400 July 26, 2016 $ 78,300 |
Note 1 - History and Organiza52
Note 1 - History and Organization of The Company (Details) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Common Stock, Shares Authorized | 1,400,000,000 | 1,400,000,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Note 2 - Accounting Policies 53
Note 2 - Accounting Policies and Procedures: Allowance For Uncollectible Accounts (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Allowance for Doubtful Accounts Receivable, Current | $ 0 | $ 18,864 |
Note 2 - Accounting Policies 54
Note 2 - Accounting Policies and Procedures: Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Depreciation | $ 41,912 | $ 27,172 |
Note 2 - Accounting Policies 55
Note 2 - Accounting Policies and Procedures: Advertising Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Advertising | $ 30,502 | $ 189,536 |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Net loss | $ 1,315,407 | $ 3,117,941 |
Capital | $ 1,422,172 |
Note 4 - Deposits and Notes R57
Note 4 - Deposits and Notes Receivable (Details) | Dec. 31, 2015USD ($) |
Details | |
Security Deposit Liability | $ 2,500 |
Note 5 - Fixed Assets and Con58
Note 5 - Fixed Assets and Construction in Progress: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Machinery and equipment, net | $ 150,910 | $ 189,438 |
Note 5 - Fixed Assets and Con59
Note 5 - Fixed Assets and Construction in Progress (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Depreciation | $ 41,912 | $ 27,172 |
Construction in progress | $ 1,147,139 | $ 1,098,553 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Details) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Common Stock, Shares Authorized | 1,400,000,000 | 1,400,000,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Operating Loss Carryforwards | $ 3,224,320 | $ 2,528,422 |