Processa Pharmaceuticals (PCSA) 10-Q 8 Sep 17 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Sep. 30, 2016shares
Document and Entity Information
Entity Registrant Name	Heatwurx, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Entity Central Index Key	1,533,743
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	11,017,388
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Trading Symbol	hwx

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 6,692	$ 2,090
Other receivables	25,000
Prepaid expenses and other current assets		47,722
Assets held for sale		42,000
Current assets from discontinued operations	3,542	12,350
Total current assets	35,234	104,162
Other assets:
Equipment, net of depreciation		159
Total other assets		159
Total assets	35,234	104,321
Current liabilities:
Accounts payable	170,659	159,249
Accrued liabilities	123,689	95,339
Interest payable	377,853	161,608
Income taxes payable	200	200
Senior secured notes payable	962,361	947,361
Current portion of unsecured notes payable	420,000	419,033
Revolving line of credit	229,980
Current liabilities from discontinued operations		300,338
Total current liabilities	2,284,742	2,083,128
Long-term liabilities:
Total liabilities	2,284,742	2,083,128
Commitments and contingencies
Stockholders' equity:
Preferred stock value	18	18
Common stock value	1,102	1,102
Additional paid-in capital	14,329,057	14,322,366
Accumulated deficit	(15,153,286)	(14,874,680)
Stockholders' equity from discontinued operations	(1,426,399)	(1,427,613)
Total stockholders' equity	(2,249,508)	(1,978,807)
Total liabilities and stockholders' equity	$ 35,234	$ 104,321

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Debt discount, unsecured notes payable		$ 967
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	4,500,000	4,500,000
Preferred Stock, Issued	178,924	178,924
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Issued	11,017,388	11,017,388
Common Stock, Outstanding	11,017,388	11,017,388
Preferred Series B
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,500,000	1,500,000
Preferred Stock, Issued	0	0
Liquidation preference	$ 0	$ 0
Preferred Series C
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	760,000	760,000
Preferred Stock, Issued	0	0
Liquidation preference	$ 0	$ 0
Preferred Series D
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,500,000	1,500,000
Preferred Stock, Issued	178,924	178,924
Liquidation preference	$ 832,389	$ 821,683

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement
Equipment sales		$ 17,593	$ 5,000	$ 50,353
Other revenue		40,572		45,572
Total revenue		58,165	5,000	95,925
Costs of goods sold		42,618		67,584
Gross profit		15,547	5,000	28,341
Expenses:
Selling, general and administrative	$ 4,395	84,156	88,194	905,631
Research and development	574	1,714	6,271	24,246
Gain (loss) on extinguishment of debt			25,155
Impairment of intangible asset				1,517,859
Impairment of assets held for sale		54,558		54,558
Total expenses	4,969	140,428	94,465	2,502,294
Loss from continuing operations, before taxes	(4,969)	(124,881)	(89,465)	(2,473,953)
Other Income and Expense:
Gain (loss) on extinguishment of debt			25,155
Gain (loss) on disposal of assets		(43,308)		(47,061)
Interest income		850		4,651
Interest expense	63,322	55,020	182,062	138,035
Total other income and expense	(63,322)	(97,478)	(156,907)	(180,445)
Loss before income taxes	(68,291)	(222,359)	(246,372)	(2,654,398)
Income taxes		(25)		(75)
Net loss from continuing operations	(69,291)	(222,384)	(246,372)	(2,654,473)
Net loss from discontinued operations	(42)	(72,359)	1,214	(336,988)
Net loss	(68,333)	(295,743)	(245,158)	(2,991,461)
Preferred stock cumulative dividend and deemed dividend	(10,824)	(10,824)	(32,234)	(32,119)
Net loss available to common stockholders	$ (79,157)	$ (306,567)	$ (277,392)	$ (3,023,580)
Net loss per common share basic and diluted from continuing operations	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.24)
Net loss per common share basic and diluted from discontinued operations	0	(0.01)	0	(0.03)
Net loss per common share basic and diluted	$ (0.01)	$ (0.03)	$ (0.02)	$ (0.27)
Weighted average shares outstanding basic and diluted	11,017,388	11,017,388	11,017,388	11,010,854

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (295,743)	$ (245,158)	$ (2,991,461)
Net loss from discontinued operations	(72,359)	1,214	(336,988)
Net loss from continuing operations	(222,384)	(246,372)	(2,654,473)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	10,067	159	55,200
Gain (loss) on extinguishment of debt		25,155
Amortization of intangible asset			178,571
Amortization of debt discount		967	43,980
Impairment of assets held for sale	54,558		54,558
Impairment of intangible asset			1,517,859
Gain (loss) on disposal of equipment			56,764
Bad debt expense			5,148
Non-cash expenses exchanged for services			25,500
Stock-based compensation		6,691	84,178
Changes in operating assets and liabilities
(Increase) decrease in receivables			(5,148)
(Increase) decrease in prepaid and other current assets		47,722	102,583
(Increase) decrease in inventory			(22,194)
Increase (decrease) in consigned inventory			(38,963)
Increase (decrease) in income taxes payable			75
Increase (decrease) in accounts payable		14,575	9,505
Increase (decrease) in accrued liabilities		(2,839)	(32,591)
Increase (decrease) in deferred revenue			(35,665)
Increase (decrease) in interest payable		176,854	85,360
Cash used in operating activities from continuing operations		(27,398)	(569,753)
Cash used in operating activities from discontinued operations		(8,808)	(256,083)
Cash used in operating activities		(36,206)	(825,836)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			1,399
Proceeds from sale of property and equipment		17,000
Cash provided by (used in) investing activities from continuing operations		17,000	(1,399)
Cash provided by (used in) investing activities		17,000	(1,399)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of senior secured notes payable		15,000	753,000
Proceeds from issuance of common shares, net			88,000
Repayment of loan payable			19,902
Cash provided by (used in) financing activities from continuing operations		15,000	821,098
Cash provided by (used in) financing activities		15,000	821,098
Net change in cash and cash equivalents		(4,206)	(6,137)
Cash and cash equivalents, beginning of period, including discontinued operations		14,440	21,234
Cash and cash equivalents, end of period	$ 15,097	$ 10,234	$ 15,097

Principal Business Activities

Principal Business Activities	9 Months Ended
	Sep. 30, 2016
Notes
Principal Business Activities	1. PRINCIPAL BUSINESS ACTIVITIES Organization and Business

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Notes
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements include Dr. Pave, LLC and Dr. Pave Worldwide, LLC; both wholly-owned subsidiaries of the Company, which are represented in the Company’s discontinued operations (Note 5). All intercompany balances and transactions have been eliminated in the consolidated financial statements. Interim Financial Statements Use of estimates Going Concern and Management’s Plan The Company has previously relied exclusively on private placements with a small group of investors to finance its business and operations. The Company has had little revenue since inception. For the nine months ended September 30, 2016, the Company incurred a net loss from continuing operations of approximately $246,372 and used approximately $27,398 in net cash from operating activities from continuing operations and approximately $8,808 in net cash from operating activities from discontinued operations. The Company had total cash on hand including cash from discontinued operations of approximately $10,000 as of September 30, 2016. The Company is not able to obtain additional financing adequate to fulfill its commercialization activities, nor achieve a level of revenues adequate to support the Company’s cost structure. The Company does not currently have any revenue under contract nor does it have any immediate sales prospects. The Company has significantly reduced employees and overhead. The decision to cease operations of Dr. Pave, LLC and Dr. Pave Worldwide, LLC was made on December 31, 2015. These business components are captured within discontinued operations as of September 30, 2016 (Note 5). The Company has significantly scaled back operations to maintain only a minimal level of operations necessary to support our licensee, warehouse the equipment held for the licensee and look for potential merger candidates. It is the Company’s intention to move forward as a public entity and to seek potential merger candidates. If the Company fails to merge or be acquired by another company, we will be required to terminate all operations. During the nine months ended September 30, 2016, the Company received cash of $15,000 as part of the $2,000,000 senior secured debt offering commenced in February 2015. Based upon the Company’s current financial position and inability to obtain additional financing, the Company was not able to satisfy the mandatory principal payments in 2015 under the $2,000,000 senior secured debt. The Company will continue to work with the lenders to explore extension or conversion options, but there is no guarantee the lenders will agree to modify the repayment terms of the notes under conditions that will allow the Company to continue to repay the notes, if at all. As these notes are secured by all the assets of the Company, including intellectual property rights, the Company is in default in regard to interest payments on the notes, and the lenders may call the notes and foreclose on the Company’s assets. The issues described above raise substantial doubt about the Company’s ability to continue as a going concern. The Company has been solely reliant on raising debt and capital to maintain its operations. Previously the Company was able to raise debt and equity financing through the assistance of a small number of investors who have been substantial participants in its debt and equity offerings since the Company’s formation. These investors have chosen not to further assist the Company with its capital raising initiatives and, at this time, the Company is not able to obtain any alternative forms of financing and the Company will not be able to continue to satisfy its current or long term obligations. The Company needs to merge with or be acquired by another company. If a candidate is not identified, the Company will be forced to cease operations all together. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be different should the Company be unable to continue as a going concern. Cash and cash equivalents Assets held for sale Other Receivables Revenue Recognition Other revenue represents license fees and franchise fees. Stock-Based Compensation Net income (loss) per share Subsequent events Reclassification Recently Issued Accounting Pronouncements

Assets Held For Sale, Disclosur

Assets Held For Sale, Disclosure	9 Months Ended
	Sep. 30, 2016
Notes
Assets Held For Sale, Disclosure	3. ASSETS HELD FOR SALE The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows: · · · The Company reviews the carrying amounts of long-lived assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The Company estimated the fair values of long-lived assets based on the Company’s own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available. The Company classified these fair value measurements as Level 3. Assets held for sale Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Equipment Inventory Total Beginning balance $ 25,875 $ 16,125 $ 42,000 Disposals (25,875) (16,125) (42,000) Ending balance $ -- $ -- $ --

Property and Equipment, Disclos

Property and Equipment, Disclosure	9 Months Ended
	Sep. 30, 2016
Notes
Property and Equipment, Disclosure	4. PROPERTY AND EQUIPMENT A summary of the cost of property and equipment, by component, and the related accumulated depreciation is as follows: September 30, 2016 December 31, 2015 Computer equipment & software $ 19,150 $ 19,150 Accumulated depreciation (19,150) (18,991) $ -- $ 159 Depreciation expense was zero and $159 for the three and nine months ended September 30, 2016, respectively; and was $10,067 and $55,200 for the three and nine months ended September 30, 2015.

Discontinued Operations, Disclo

Discontinued Operations, Disclosure	9 Months Ended
	Sep. 30, 2016
Notes
Discontinued Operations, Disclosure	5. DISCONTINUED OPERATIONS In efforts to streamline operations and expenses the Company elected to discontinue the Dr. Pave and Dr. Pave Worldwide entities during 2015. The financial results of these events are represented in the discontinued operations included in the September 30, 2016 and 2015 financial statements. The operating results of the discontinued operations of Dr. Pave and Dr. Pave Worldwide for the three and nine months ended September 30, 2016 and 2015 are summarized below: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Revenue $ -- $ -- $ -- $ 28,870 Expense 42 65,584 (1,750) 331,251 Net Loss, before Other income and expense and taxes (42) (65,584) (1,750) (302,381) Other income (expense) -- (7,775) 536 (34,607) Income tax benefit -- -- -- -- Net Income (Loss), net of tax $ (42) $ (72,359) $ 1,214 $ (336,988) The balance sheet items for discontinued operations as of September 30, 2016 and December 31, 2015 are summarized below: 2016 2015 Cash and cash equivalents $ 3,542 $ 12,350 Total assets $ 3,542 $ 12,350 Payables and accrued liabilities -- 70,358 Short-term debt -- 229,980 Total liabilities $ -- $ 300,338

Notes Payable, Disclosure

Notes Payable, Disclosure	9 Months Ended
	Sep. 30, 2016
Notes
Notes Payable, Disclosure	6. NOTES PAYABLE Unsecured Notes Payable Secured Notes Payable Revolving line of credit Principal Balance Interest Rate Accrued Interest Warrants issued Warrant Fair Value - Discount Unamortized Discount Unsecured notes payable $ 420,000 12% $ 75,584 139,997 $ 115,159 $ -- Secured notes payable $ 962,361 12% - 18% $ 249,041 -- $ -- $ -- Revolving line of credit $ 229,980 12% $ 53,228 -- $ -- $ -- $ 1,612,341 $ 377,853 139,997 $ 115,159 $ -- As of September 30, 2016, the loans are subject to mandatory principal payments as follows: Year Payments 2016 $ 1,612,341 2017 -- 2018 -- 2019 -- 2020 -- Total principal payments $ 1,612,341 Less: unamortized debt discount -- Total current portion $ 1,612,341 Based upon the Company’s financial position, the Company does not believe it will be able to satisfy the mandatory principal payments in 2016. The Company will work with the lenders to explore extension or conversion options. There is no guarantee the lenders will accommodate our requests. The Company is in default in regard to interest payments on the notes, the Company’s assets may be foreclosed upon.

Stockholders' Equity, Disclosur

Stockholders' Equity, Disclosure	9 Months Ended
	Sep. 30, 2016
Notes
Stockholders' Equity, Disclosure	7. STOCKHOLDERS’ EQUITY Common Stock Preferred Stock Series D Preferred Stock Holders of Series D preferred stock accrue dividends at the rate per annum of $0.24 per share, payable on a quarterly basis. As dividends are accrued and payable quarterly on the Series D preferred stock, the Company did not pay dividends in the first nine months of 2016. The Company paid dividends of $31,475 during the nine months ended September 30, 2015. As of September 30, 2016, the Company included dividends payable in accrued expenses of $77,883. The holders of the Series D preferred stock have conversion rights equivalent to such number of fully paid and non-assessable shares of common stock as is determined by dividing the Series D original issue price of $3.00 by the then applicable conversion price. Each Series D Share will convert into one share of our common stock at any time at the option of the holder of the Series D Shares or will be converted at the option of the Company at any time the trading price of our common stock is at least $4.50 per share for ten consecutive trading days. The conversion ratio is subject to anti-dilution adjustments, including in the event that the Company issues equity securities at a price equivalent to or less than the conversion price in effect immediately prior to such issue. The holders of Series D preferred stock have a liquidation preference over the holders of the Company’s common stock equivalent to the purchase price per share of the Series D preferred stock plus any accrued and unpaid dividends, whether or not declared, on the Series D preferred stock. A liquidation would be deemed to occur upon the happening of customary events, including transfer of all or substantially all of the Company’s common stock or assets or a merger, or consolidation. The Company believes that such liquidation events are within its control and therefore the Company has classified the Series D preferred stock in stockholders’ equity. The holders of Series D preferred stock vote together as a single class with the holders of the Company’s common stock on all action to be taken by the Company’s stockholders. Each share of Series D preferred stock entitles the holder to the number of votes equal to the number of shares of common stock into which the shares of the Series D preferred stock are convertible as of the record date for determining stockholders entitled to vote on such matter. Stock Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance, December 31, 2015 591,167 $ 1.78 3.75 Granted -- $ -- -- Exercised -- $ -- -- Cancelled (321,667) $ 1.69 -- Balance, September 30, 2016 269,500 $ 1.88 2.29 Exercisable, September 30, 2016 269,500 $ 1.88 2.29 The Company recorded no stock-based compensation expense in the three months ended September 30, 2016 and $6,691 for the nine months ended September 30, 2016. The Company recorded stock-based compensation expense of $9,101 and $84,178 during the three and nine months ended September 30, 2015, respectively. Performance Stock Options There were no performance stock options granted during the three and nine months ended September 30, 2016. Number of Options Weighted Average Exercise Price Balance, December 31, 2015 40,000 $ 2.00 Granted -- -- Exercised -- -- Cancelled -- -- Balance, September 30, 2016 40,000 $ 2.00 Exercisable, September 30, 2016 and December 31, 2015 40,000 $ 2.00 Warrants There were no warrants issued during the three and nine months ended September 30, 2016. Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance, December 31, 2015 2,000,304 $ 2.36 1.64 Granted -- -- -- Exercised -- -- -- Cancelled -- -- -- Balance, September 30, 2016 2,000,304 $ 2.36 0.89

Net Loss Per Common Share, Disc

Net Loss Per Common Share, Disclosure	9 Months Ended
	Sep. 30, 2016
Notes
Net Loss Per Common Share, Disclosure	8. NET LOSS PER COMMON SHARE The Company computes loss per share of common stock using the two-class method required for participating securities. The Company’s participating securities include all series of its convertible preferred stock. Undistributed earnings allocated to these participating securities are added to net loss in determining net loss applicable to common stockholders. Basic and Diluted loss per share are computed by dividing net loss applicable to common stockholder by the weighted-average number of shares of common stock outstanding. Outstanding options and warrants underlying 2,309,804 shares do not assume conversion, exercise or contingent exercise in the computation of diluted loss per share because the effect would be anti-dilutive. The calculation of the numerator and denominator for basic and diluted net loss per common share is as follows: For the three months ended September 30, For the nine months ended September 30, 2016 2015 2016 2015 Net loss from continuing operations $ (69,291) $ (222,384) $ (246,372) $ (2,654,473) Net income (loss) from discontinued operations (42) (72,359) 1,214 (336,988) Net Loss (68,333) (295,743) (245,158) (2,991,461) Basic and diluted: Preferred stock cumulative dividend - Series D (10,824) (10,824) (32,234) (32,119) Income applicable to preferred stockholders (10,824) (10,824) (32,234) (32,119) Net loss applicable to common stockholders $ (79,157) $ (306,567) $ (277,392) $ (3,023,580) Weighted average shares outstanding used in calculating net loss per common share 11,017,388 11,017,388 11,017,388 11,010,854

Commitments and Contingencies,

Commitments and Contingencies, Disclosure	9 Months Ended
	Sep. 30, 2016
Notes
Commitments and Contingencies, Disclosure	9. COMMITMENTS AND CONTINGENCIES Lease Commitments There was no rent expense for the three months ended September 30, 2016 and was $2,250 for the nine months ended September 30, 2016. The rent expense for the three and nine months ended September 30, 2015 was $11,019 and $41,133 respectively. Vendors and Debt

Related Party Transactions, Dis

Related Party Transactions, Disclosure	9 Months Ended
	Sep. 30, 2016
Notes
Related Party Transactions, Disclosure	10. RELATED PARTY TRANSACTIONS Dividend and Interest activity As of September 30, 2016, the Company has secured notes payable with Mr. Yorke, as the manager of, JMW Fund, LLC, The Richland Fund, LLC, The San Gabriel Fund, LLC, and the Arroyo Fund, LLC in the aggregate amount of $962,361; and an outstanding balance of $138,000 on the revolving line of credit. Mr. Yorke manages these funds and these funds own 1,457,747 shares of common stock. Mr. Yorke, as the manager, has accrued interest from loans payable for the three and nine months ended September 30, 2016 of $47,836 and $144,892, respectively. During the three and nine months ended September 30, 2015 the funds received or had accrued interest of $32,824 and $64,904, respectively.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information, Disclosure	9 Months Ended
	Sep. 30, 2016
Notes
Supplemental Cash Flow Information, Disclosure	11. SUPPLEMENTAL CASH FLOW INFORMATION Nine months ended September 30, 2016 2015 Cash paid for interest $ -- $ 23,356 Cash paid for income taxes $ -- $ -- Non-Cash investing and financing transactions Assumption of Revolving line of credit $ 229,980 $ -- Shares issued for consulting services $ -- $ 25,500 Conversion of unsecured debt to secured note payable $ -- $ 20,000

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2016
Notes
Subsequent Events	12. SUBSEQUENT EVENTS We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported. Management has determined that other than as disclosed below, there were no additional reportable subsequent events to be disclosed. Debt offerings On June 9, 2017, the Company entered into Secured notes under the senior secured loan agreement in the aggregate amount of $75,000. Other On July 17, 2017, the Company issued a press release entitled “Heatwurx Announces Letter of Intent with Promet Therapeutics, LLC Relating to a Reverse Merger” in which the Company disclosed that it has entered into a non-binding letter of intent to engage in a reverse merger with Promet Therapeutics, LLC.

Summary of Significant Accoun18

Summary of Significant Accounting Policies: Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Basis of Presentation	Basis of Presentation The Company’s consolidated financial statements include Dr. Pave, LLC and Dr. Pave Worldwide, LLC; both wholly-owned subsidiaries of the Company, which are represented in the Company’s discontinued operations (Note 5). All intercompany balances and transactions have been eliminated in the consolidated financial statements.

Summary of Significant Accoun19

Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Use of Estimates, Policy	Use of estimates

Summary of Significant Accoun20

Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Cash and Cash Equivalents, Policy	Cash and cash equivalents

Summary of Significant Accoun21

Summary of Significant Accounting Policies: Assets held for sale, Policy (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Assets held for sale, Policy	Assets held for sale

Summary of Significant Accoun22

Summary of Significant Accounting Policies: Other Receivables, Policy (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Other Receivables, Policy	Other Receivables

Summary of Significant Accoun23

Summary of Significant Accounting Policies: Revenue Recognition, Policy (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Revenue Recognition, Policy	Revenue Recognition Other revenue represents license fees and franchise fees.

Summary of Significant Accoun24

Summary of Significant Accounting Policies: Stock-based Compensation, Policy (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Stock-based Compensation, Policy	Stock-Based Compensation

Summary of Significant Accoun25

Summary of Significant Accounting Policies: Earnings Per Share, Policy (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Earnings Per Share, Policy	Net income (loss) per share

Summary of Significant Accoun26

Summary of Significant Accounting Policies: Subsequent Events, Policy (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Subsequent Events, Policy	Subsequent events

Summary of Significant Accoun27

Summary of Significant Accounting Policies: Reclassification, Policy (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Reclassification, Policy	Reclassification

Summary of Significant Accoun28

Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2016
Policies
Recent Accounting Pronouncements	Recently Issued Accounting Pronouncements

Assets Held For Sale, Disclos29

Assets Held For Sale, Disclosure: Schedule of Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Fair Value Measurements	Assets held for sale Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Equipment Inventory Total Beginning balance $ 25,875 $ 16,125 $ 42,000 Disposals (25,875) (16,125) (42,000) Ending balance $ -- $ -- $ --

Property and Equipment, Discl30

Property and Equipment, Disclosure: Summary of the cost of property and equipment (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Summary of the cost of property and equipment	September 30, 2016 December 31, 2015 Computer equipment & software $ 19,150 $ 19,150 Accumulated depreciation (19,150) (18,991) $ -- $ 159

Discontinued Operations, Disc31

Discontinued Operations, Disclosure: Schedules of Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedules of Discontinued Operations	Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Revenue $ -- $ -- $ -- $ 28,870 Expense 42 65,584 (1,750) 331,251 Net Loss, before Other income and expense and taxes (42) (65,584) (1,750) (302,381) Other income (expense) -- (7,775) 536 (34,607) Income tax benefit -- -- -- -- Net Income (Loss), net of tax $ (42) $ (72,359) $ 1,214 $ (336,988) The balance sheet items for discontinued operations as of September 30, 2016 and December 31, 2015 are summarized below: 2016 2015 Cash and cash equivalents $ 3,542 $ 12,350 Total assets $ 3,542 $ 12,350 Payables and accrued liabilities -- 70,358 Short-term debt -- 229,980 Total liabilities $ -- $ 300,338

Notes Payable, Disclosure_ Sche

Notes Payable, Disclosure: Schedule of Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Notes Payable	Principal Balance Interest Rate Accrued Interest Warrants issued Warrant Fair Value - Discount Unamortized Discount Unsecured notes payable $ 420,000 12% $ 75,584 139,997 $ 115,159 $ -- Secured notes payable $ 962,361 12% - 18% $ 249,041 -- $ -- $ -- Revolving line of credit $ 229,980 12% $ 53,228 -- $ -- $ -- $ 1,612,341 $ 377,853 139,997 $ 115,159 $ --

Notes Payable, Disclosure_ Sc33

Notes Payable, Disclosure: Schedule of Loan Payable (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Loan Payable	Year Payments 2016 $ 1,612,341 2017 -- 2018 -- 2019 -- 2020 -- Total principal payments $ 1,612,341 Less: unamortized debt discount -- Total current portion $ 1,612,341

Stockholders' Equity, Disclos34

Stockholders' Equity, Disclosure: Schedule of Stock Option Activity (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Stock Option Activity	Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance, December 31, 2015 591,167 $ 1.78 3.75 Granted -- $ -- -- Exercised -- $ -- -- Cancelled (321,667) $ 1.69 -- Balance, September 30, 2016 269,500 $ 1.88 2.29 Exercisable, September 30, 2016 269,500 $ 1.88 2.29

Stockholders' Equity, Disclos35

Stockholders' Equity, Disclosure: Schedule of Performance Stock Options (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Performance Stock Options	Number of Options Weighted Average Exercise Price Balance, December 31, 2015 40,000 $ 2.00 Granted -- -- Exercised -- -- Cancelled -- -- Balance, September 30, 2016 40,000 $ 2.00 Exercisable, September 30, 2016 and December 31, 2015 40,000 $ 2.00

Stockholders' Equity, Disclos36

Stockholders' Equity, Disclosure: Schedule of Stockholders' Equity Note, Warrants (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Stockholders' Equity Note, Warrants	Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance, December 31, 2015 2,000,304 $ 2.36 1.64 Granted -- -- -- Exercised -- -- -- Cancelled -- -- -- Balance, September 30, 2016 2,000,304 $ 2.36 0.89

Net Loss Per Common Share, Di37

Net Loss Per Common Share, Disclosure: Schedule of Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Earnings Per Share	For the three months ended September 30, For the nine months ended September 30, 2016 2015 2016 2015 Net loss from continuing operations $ (69,291) $ (222,384) $ (246,372) $ (2,654,473) Net income (loss) from discontinued operations (42) (72,359) 1,214 (336,988) Net Loss (68,333) (295,743) (245,158) (2,991,461) Basic and diluted: Preferred stock cumulative dividend - Series D (10,824) (10,824) (32,234) (32,119) Income applicable to preferred stockholders (10,824) (10,824) (32,234) (32,119) Net loss applicable to common stockholders $ (79,157) $ (306,567) $ (277,392) $ (3,023,580) Weighted average shares outstanding used in calculating net loss per common share 11,017,388 11,017,388 11,017,388 11,010,854

Supplemental Cash Flow Inform38

Supplemental Cash Flow Information, Disclosure: Schedule of Cash Flow, Supplemental Disclosures (Tables)	9 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Cash Flow, Supplemental Disclosures	Nine months ended September 30, 2016 2015 Cash paid for interest $ -- $ 23,356 Cash paid for income taxes $ -- $ -- Non-Cash investing and financing transactions Assumption of Revolving line of credit $ 229,980 $ -- Shares issued for consulting services $ -- $ 25,500 Conversion of unsecured debt to secured note payable $ -- $ 20,000

Summary of Significant Accoun39

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Details
Net loss from continuing operations	$ 69,291	$ 222,384	$ 246,372	$ 2,654,473
Net cash used in operating activities from continuing operations			27,398	$ 569,753
Net cash used from operating activities from discontinued operations			$ 8,808

Assets Held For Sale, Disclos40

Assets Held For Sale, Disclosure: Schedule of Fair Value Measurements (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Assets held for sale		$ 42,000
Assets disposed of	$ (42,000)
-Equipment-
Assets held for sale		$ 25,875
Assets disposed of	(25,875)
-Inventory-
Assets disposed of	$ (16,125)

Property and Equipment, Discl41

Property and Equipment, Disclosure: Summary of the cost of property and equipment (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Accumulated depreciation	$ (19,150)	$ (18,991)
Equipment, net of depreciation		159
Computer Equipment
Property, Plant and Equipment, Gross	$ 19,150	$ 19,150

Property and Equipment, Discl42

Property and Equipment, Disclosure (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Details
Depreciation expense	$ 10,067	$ 159	$ 55,200

Discontinued Operations, Disc43

Discontinued Operations, Disclosure: Schedules of Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Details
Revenue related to discontinued operations				$ 28,870
Expense related to discontinued operations	$ 42	$ 65,584	$ (1,750)	331,251
Net income (loss) from discontinued operations	(42)	$ (72,359)	1,214	$ (336,988)
Cash and cash equivalents, discontinued opertions	3,542		3,542		$ 12,350
Total assets, discontinued operations	$ 3,542		$ 3,542		12,350
Payables and accrued liabilities, discontinued operations					70,358
Short-term debt, discontinued operations					229,980
Total liabilities, discontinued operations					$ 300,338

Notes Payable, Disclosure (Deta

Notes Payable, Disclosure (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Notes and warrants
Amortization of discount on notes payable	$ 14,821	$ 967	$ 43,980

Notes Payable, Disclosure_ Sc45

Notes Payable, Disclosure: Schedule of Notes Payable (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Sep. 30, 2016
Notes payable, principal balance		$ 1,612,341
Accrued interest	$ 161,608	377,853
Warrants issued	139,997
Warrants fair value - discount	$ 115,159
Unsecured Notes Payable
Notes payable, principal balance		420,000
Accrued interest		75,584
Warrants issued	139,997
Warrants fair value - discount	$ 115,159
Secured Notes Payable
Notes payable, principal balance		962,361
Accrued interest		249,041
Revolving line of credit
Notes payable, principal balance		229,980
Accrued interest		$ 53,228

Notes Payable, Disclosure_ Sc46

Notes Payable, Disclosure: Schedule of Loan Payable (Details)	Sep. 30, 2016USD ($)
Total current portion of loans	$ 1,612,341
Loans Payable Due
Mandatory principal loan payments (2016)	1,612,341
Total principal payments	$ 1,612,341

Stockholders' Equity, Disclos47

Stockholders' Equity, Disclosure (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Common stock authorized		20,000,000		20,000,000
Common shares issued		11,017,388		11,017,388
Preferred stock authorized		4,500,000		4,500,000
Preferred stock outstanding		178,924
Stock-based compensation expense	$ 9,101	$ 6,691	$ 84,178
Series D Preferred Stock
Shares outstanding		178,924
Dividends paid			$ 31,475
Dividends payable		$ 77,883
Original issue price per share		$ 3

Stockholders' Equity, Disclos48

Stockholders' Equity, Disclosure: Schedule of Stock Option Activity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Details
Number of options outstanding	269,500	591,167
Weighted average exercise price, options outstanding	$ 1.88	$ 1.78
Number of options cancelled	(321,667)
Weighted average exercise price, options cancelled	$ 1.69
Number of options exercisable	269,500
Weighted average exercise price, options exercisable	$ 1.88

Stockholders' Equity, Disclos49

Stockholders' Equity, Disclosure: Schedule of Performance Stock Options (Details) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Details
Performance Stock options outstanding	40,000	40,000
Weighted average exercise price, performance stock options outstanding	$ 2	$ 2
Performance Stock options exercisable	40,000
Weighted average exercise price, performance stock options exercisable	$ 2

Stockholders' Equity, Disclos50

Stockholders' Equity, Disclosure: Schedule of Stockholders' Equity Note, Warrants (Details) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Details
Warrants outstanding	2,000,304	2,000,304
Weighted average exercise price, warrants	$ 2.36	$ 2.36

Net Loss Per Common Share, Di51

Net Loss Per Common Share, Disclosure: Schedule of Earnings Per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net loss from continuing operations	$ (69,291)	$ (222,384)	$ (246,372)	$ (2,654,473)
Net income (loss) from discontinued operations	(42)	(72,359)	1,214	(336,988)
Net loss	(68,333)	(295,743)	(245,158)	(2,991,461)
Net income (loss) available to preferred stockholders	(10,824)	(10,824)	(32,234)	(32,119)
Net loss applicable to common stockholders	$ (79,157)	$ (306,567)	$ (277,392)	$ (3,023,580)
Weighted average shares outstanding	11,017,388	11,017,388	11,017,388	11,010,854
Series D Dividend
Dividends paid or accrued on preferred stock	$ (10,824)	$ (10,824)	$ (32,234)	$ (32,119)

Commitments and Contingencies52

Commitments and Contingencies, Disclosure (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Details
Total rent expense	$ 11,019	$ 2,250	$ 41,133
Accounts payable and accrued expenses from continuing operations		294,348
Debt and accrued interest from continuing operations		$ 1,990,194

Related Party Transactions, D53

Related Party Transactions, Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Secured notes payable - Mr. Yorke
Due to related party	$ 962,361		$ 962,361
Revolving line of credit - Mr. Yorke
Due to related party	138,000		138,000
Mr. Yorke
Paid or accrued interest	$ 47,836	$ 32,824	$ 144,892	$ 64,904

Supplemental Cash Flow Inform54

Supplemental Cash Flow Information, Disclosure: Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Details
Cash paid for interest		$ 23,356
Assumption of Revolving line of credit	$ 229,980
Common stock issued for services		25,500
Conversion of unsecured debt to secured note payable		$ 20,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Jun. 09, 2017	Sep. 30, 2016	Sep. 30, 2015
Details
Secured note entered into	$ 75,000	$ 15,000	$ 753,000