Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | CAPSTONE FINANCIAL GROUP, INC. | |
Entity Central Index Key | 1,558,432 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 94,364,148 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF FINANCIAL CONDITION - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Financial instruments, at fair value | $ 11,280,330 | $ 13,161,718 |
Cash | 323,947 | $ 136,849 |
Salary advance - related party | 300,000 | |
Prepaid expense | 3,322 | $ 4,152 |
Furniture and equipment, net | 11,998 | 12,645 |
Deposit | 63,930 | 63,930 |
Total assets | 11,983,527 | 13,379,294 |
LIABILITIES | ||
Accrued expenses | $ 286,698 | 314,830 |
Accrued interest payable - related party | 135 | |
Short term advances payable - related party | $ 29,700 | 49,600 |
Note payable - related party | 68,416 | |
Put and call option liability | $ 608,731 | 619,122 |
Income taxes payable | 6,602 | 2,400 |
Deferred tax liability | 4,047,557 | 4,552,107 |
Total liabilities | 4,979,288 | 5,606,610 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value, 2,000,000,000 shares authorized; 94,364,148 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 94,565 | 94,565 |
Treasury stock, $0.001 par value, 200,500 shares | (219,426) | (219,426) |
Additional paid in capital | 1,176,633 | 1,176,633 |
Retained earnings | 5,952,467 | 6,720,912 |
Total stockholders' equity | 7,004,239 | 7,772,684 |
Total liabilities and stockholders' equity | $ 11,983,527 | $ 13,379,294 |
UNAUDITED CONDENSED STATEMENTS3
UNAUDITED CONDENSED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock shares issued | 94,364,148 | 94,564,648 |
Common stock shares outstanding | 94,364,148 | 94,564,648 |
UNAUDITED CONDENSED STATEMENTS4
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Services income | $ 50,001 | |
Other income | $ 12,000 | |
Interest income | $ 7,446 | |
Total revenue | $ 12,000 | 57,447 |
Expenses | ||
Personnel | 170,908 | 43,387 |
Professional fees | 92,602 | 260,998 |
General and administrative | 447,941 | 156,708 |
Interest expense - related party | 345 | 5,056 |
Total operating expenses | 711,796 | 466,149 |
Realized and Unrealized Gain Loss on Financial Instruments | ||
Realized gain on financial instruments, net | 1,302,000 | 1,460,160 |
Change in unrealized loss on financial instruments, net | 1,870,997 | $ 1,460,160 |
Loss on financial instruments, net | 568,997 | |
Net loss before income taxes | (1,268,793) | $ (408,702) |
Income tax benefit | (500,348) | |
Net loss | $ (768,445) | $ (408,702) |
Net loss per share - basic and diluted | $ (0.01) | $ 0 |
Weighted average shares outstanding - basic and diluted | 94,364,148 | 94,564,648 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2016 - USD ($) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Total |
Beginning Balance at Dec. 31, 2015 | $ 94,565 | $ (219,426) | $ 1,176,633 | $ 6,720,912 | $ 7,772,684 |
Beginning Balance, Shares at Dec. 31, 2015 | 94,364,148 | ||||
Net income | (768,445) | (768,445) | |||
Ending Balance at Mar. 31, 2016 | $ 94,565 | $ (219,426) | $ 1,176,633 | $ 5,952,467 | $ 7,004,239 |
Ending Balance, Shares at Mar. 31, 2016 | 94,364,148 |
UNAUDITED CONDENSED STATEMENTS6
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (768,445) | $ (408,702) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Proceeds from sale of financial instruments | 1,302,000 | 940,160 |
Net change in unrealized gain on investment securities | 1,870,997 | 1,460,160 |
Net realized gain on financial instruments | (1,302,000) | (1,460,160) |
Depreciation | $ 647 | 500 |
(Increase) decrease in assets: | ||
Note receivable | $ (7,445) | |
Salary advance - related party | $ (300,000) | |
Prepaid expense | 830 | $ 86,209 |
Increase (decrease) in liabilities: | ||
Accrued taxes payable | 4,202 | |
Accrued expenses | (28,132) | $ (5,109) |
Accrued interest payable - related party | $ (135) | 5,055 |
Deferred revenue | $ (50,001) | |
Deferred tax liability | $ (504,550) | |
Net cash provided by (used in) operating activities | 275,414 | $ 560,667 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net repayments on short term advances - related party | (19,900) | |
Net repayments on notes payable - related party | (68,416) | $ (450,000) |
Net cash used in financing activities | (88,316) | (450,000) |
Net increase in cash | 187,098 | 110,667 |
Cash at beginning of period | 136,849 | 12,685 |
Cash at end of period | 323,947 | $ 123,352 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | $ 480 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS Organization The business focus of Capstone Financial Group, Inc. (the "Company") is to invest in stock of other companies. The Company seeks to discover, unlock and grow value in privately-held or illiquid companies, including through the exercise of influence at a company in support of operational improvements and strategic initiatives. In some cases, the Company might be one of the largest shareholders of the other company. The Company seeks to work with the management and boards of the other companies. While the Company does not manage the day-to-day operations of these companies, the Company seeks to maintain a thorough understanding of operations and perform continual evaluations of performance and prospects on an ongoing basis. The Company may also seek to actively trade in its strategic investment positions and/or enter into private securities transactions with regard to those positions, to capitalize on price fluctuations and realize profits or minimize losses. The Company was incorporated on July 10, 2012 under the laws of the State of Nevada, as Creative App Solutions, Inc. On August 23, 2013, the Company amended its articles of incorporation and changed its name to Capstone Financial Group, Inc. Market, Credit and Liquidity Risk At March 31, 2016 and December 31, 2015 the majority of Companys investments are focused in one entity, Twinlab Consolidated Holdings, Inc. (Twinlab). Management believes that it will be able to liquidate a sufficient portion of its investment and/or raise additional capital to fund its obligations as and when they become due. However, no assurance can be given that market conditions in the future will continue to allow the Company to sell its investments in sufficient quantities to fund its obligations or to raise additional capital to do so. Market risk is the potential loss the Company may incur as a result of changes in the market or fair value of a particular financial instrument. Risks arise in options and warrant contracts from changes in the market or fair value of their underlying financial instruments. Credit risk is the potential loss the Company may incur as a result of the failure of a counterparty or an issuer to make payments according to the terms of a contract. Credit risk can arise from investment activities in financially distressed issuers. To manage this risk, the Company may seek to diversify its investment portfolio with respect to specific credits, sectors and asset classes. The Company is also subject to market concentration risk since a significant portion of its investment portfolio has similar characteristics, and is therefore affected similarly by changes in economic conditions. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investments of the Company trade in thin markets and throughout the year, depending upon market conditions, may be considered inactive. As a result, the market values can be more volatile and difficult to determine relative to other securities. In addition, if the Company is required to liquidate all or a portion of its portfolio quickly, it may realize significantly less than the value at which it previously recorded its investments. Basis of Presentation The accompanying financial statements have been prepared using the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the accounting and financial reporting conventions of the investment company industry and in accordance with the instructions to Form 10-Q and Article 8 of Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015, included in the Companys Annual Report on Form 10-K filed with the SEC on May 2, 2016. The unaudited condensed financial statements contain all normal recurring accruals and adjustments that in the opinion of management, are necessary to present fairly the financial position of the Company at March 31, 2016, the results of the Companys operations for the three months period ended March 31, 2016 and the Companys cash flows for the three months ended March 31, 2016. The results of operations for the three months period ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year or any future interim periods. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents The Company considers any investments in short-term money market funds with original maturities of three months or less to be cash equivalents. Investments Investments primarily comprise strategic, non-controlling equity ownership interests in privately held businesses or public companies with very illiquid trading markets. These strategic investments are accounted for at fair value as determined by internal valuation guidelines and/or outside appraisals as there are no readily ascertainable fair market value prices in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 946-10 and FASB ASC 820-10. Because the Company follows the financial accounting and reporting conventions of the investment company industry, it reports investments at estimated fair value. FASB ASC 820-10-65-4 provides additional guidance for estimating fair value in accordance with FASB ASC 820-10 when the volume and level of market activity for the asset or liability have significantly decreased. FASB ASC 820-10-65-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. It acknowledges that in these circumstances quoted prices may not be determinative of fair value. FASB ASC 820-10-65-4 emphasizes that even if there has been a significant decrease in the volume and level of market activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. Under FASB ASC 820-10-65-4, quoted prices for assets or liabilities in inactive markets may require adjustment due to uncertainty as to whether the underlying transactions are orderly. There is little information, if any, to evaluate if individual transactions are orderly in an inactive market. Accordingly, the Company is required to evaluate the facts and circumstances to determine whether the transaction is orderly based on the weight of the evidence. FASB ASC 820-10-65-4 does not designate a specific method for adjusting a transaction or quoted price; however, it does provide guidance for determining how much weight to give a transaction or quoted price. Price quotes derived from transactions that are not orderly are not considered to be determinative of fair value and should be given less weight, if any, when estimating fair value. In the absence of observable market data at March 31, 2016 and December 31, 2015, the Company's fair value measurements included assumptions about future cash flow and appropriately risk-adjusted discount rates that it believes market participants would make in orderly market transactions. Fair Value Measurements and Valuation Methodologies GAAP defines fair value 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. GAAP establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available. Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The Companys financial instruments are valued by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The valuation methodology for each investment type and discussion of key unobservable inputs is described below. The Company often invests in common stocks that are thinly traded where the closing trading price is not considered to be a fair indication of the value for which the Company can sell or buy the common stock. In such cases, as in the case of private-company limited liability company membership interests held by the Company, the common stock must be analyzed to determine what exit price the Company would receive when liquidating the position. These positions are classified as Level 3 securities. The significant unobservable inputs used in the fair value measurement of the Companys Level 3 common stocks are growth rates, risk premium, revenue multiple and EBITDA multiples. Increases or decreases in any of those inputs in isolation would result in a lower or higher fair value measurement, respectively. The Company has warrants and call options to purchase common stock in illiquid public companies. Generally, there is no established market for these investments. The Company values these warrants and call options by using a model that takes into consideration the exercise or call price of the warrant or call option, the price of the underlying common stock and the expiration date of the warrant or call option. The significant unobservable inputs used in the fair value measurement of the Companys warrants and call options includes the price of the underlying thinly traded common stock (determined based upon growth rate, risk premium, revenue multiples and EBITDA multiples), duration and discount rate and volatility. Increases or decreases in the premium-to-parity would result in a higher or lower fair value measurement, respectively. Generally, when the Company invests in common stocks that are traded on the NASDAQ Markets or over-the-counter markets (such as the OTCBB, OTCQB or OTC Pink marketplaces), such common stocks are valued at the last traded price. If there is no trade on a measurement date, the Company will typically value the common stock at the closing bid price. However, in certain circumstances, the closing trading price is not considered to be a fair indication of the value for which the Company can sell the common stock. In such cases, the common stock must be analyzed to determine what exit price the Company would receive when liquidating the position. Investments in non-marketable common stocks at March 31, 2016 and December 31, 2015 were valued based, in part, on subsequent transactions with unrelated third parties and at December 31, 2015 were valued by the Company with the assistance of an independent valuation consultant. These positions are classified as Level 3 securities by the Company. From time to time, the Company has investments in private limited liability companies. Generally, there is no established market for these investments. The Company values these interests by means of both quantitative and qualitative measures, generally including the financial stability of the company, the economic rights of the interests and the economic prospects of the company. The significant unobservable input used in the fair value measurement of the Companys limited liability company investments is the expected recovery of contributed capital. Increases or decreases in the expected recovery would result in a higher or lower fair value measurement, respectively. Derivative Financial Instruments Derivative financial instruments include call options and warrants at March 31, 2016 and December 31, 2015. Derivatives are accounted for at fair value with changes in fair value reported in operations. The significant unobservable inputs used in the fair value measurement of the Companys derivative financial instruments include the underlying common stock, duration, volatility and discount rate, which are used in the option pricing model. Changes to any of those inputs in isolation would result in fluctuations in the fair value measurement. Investment Transaction, Related Income and Expenses Purchases and sales of investments are recorded on a trade-date basis. Realized gains and losses on investments are recognized on the first-in, first-out method. Dividend income on investments owned is recognized on the ex-dividend date, net of applicable withholding taxes. Treasury Stock Purchases The Company is authorized to repurchase shares of the Companys common stock in private transactions from time to time. Revenue Recognition The Company recognizes revenue for services when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the related 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 fees is probable. Earnings per Share The Company follows FASB ASC 260 for earnings per share. Basic earnings per common share calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. As of March 31, 2016 and 2015, there were no dilutive common shares equivalents outstanding. Concentration Risks During the quarter ended March 31, 2016, the Company had $12,000 of sublease income from two sublessees. During the quarter ended March 31, 2015, the Company had $50,001 in revenue generated from one customer for consulting services and had interest income from a related party of $7,446. Income Taxes The Company follows ASC Topic 740 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. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. As of March 31, 2016 the Company reviewed its tax positions and determined there were no outstanding or retroactive tax provisions with less than a 50% likelihood of being sustained upon examination by the taxing authorities. The Company is required to file Federal and New York and California state income tax returns. The Companys tax return status will remain open until a tax return has been filed. Advertising costs Advertising costs are expensed as incurred. For the quarters ended March 31, 2016 and 2015, advertising costs of $14,930 and $21,170, respectively, were included in general and administrative expenses. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards update 2014-09, Revenue from Contracts with Customers In May 2015, the FASB issued amended guidance on the disclosures for investments in certain equities that calculate net asset value per share (or its equivalent). The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The guidance is effective for fiscal years beginning after December 15, 2015 and for interim periods within those years. In February 2016, the FASB issued Accounting Standards update 2016-02, Leases |
INVESTMENTS, AT FAIR VALUE
INVESTMENTS, AT FAIR VALUE | 3 Months Ended |
Mar. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS, AT FAIR VALUE | NOTE 3 FAIR VALUE MEASUREMENTS The Company's financial instruments recorded at fair value have been categorized based upon a fair value hierarchy in accordance with accounting guidance. The following fair value hierarchy tables set forth the Company's recurring fair value measurements at March 31, 2016 and December 31, 2015. Assets and Liabilities Measured at Fair Value on a Recurring Basis March 31, 2016 Level 1 Level 2 Level 3 Total Assets Financial instruments, at fair value: Common Stocks $ $ $ 8,598,030 $ 8,598,030 Real Estate Company Investments 277,500 277,500 2014 Call Options 1,135,863 1,135,863 Series B Warrants 1,268,937 1,268,937 Total Financial instruments, at fair value 11,280,330 11,280,330 Total assets held at fair value $ $ $ 11,280,330 $ 11,280,330 Liabilities Financial instruments, at fair value: Third Party Call Options 608,731 608,731 Total liabilities held at fair value $ $ $ 608,731 $ 608,731 Assets and Liabilities Measured at Fair Value on a Recurring Basis December 31, 2015 Level 1 Level 2 Level 3 Total Assets Financial instruments, at fair value: Common Stocks $ $ $ 9,896,605 $ 9,896,605 Real Estate Company Investments 277,500 277,500 2014 Call Options 1,135,863 1,135,863 Series B Warrants 1,851,750 1,851,750 Total Financial instruments, at fair value 13,161,718 13,161,718 Total assets held at fair value $ $ $ 13,161,718 $ 13,161,718 Liabilities Financial instruments, at fair value: Third Party Call Options 619,122 619,122 Total liabilities held at fair value $ $ $ 619,122 $ 619,122 This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs used in valuing certain financial assets and liabilities were unavailable. In situations where there is little, if any, market activity for an asset or liability at the measurement date, the fair value measurement objective remains to measure the financial asset at the price that would be received by the holder of the financial asset (or liability) in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date. Details of the Companys recurring fair value measurements are as follow: March 31, 2016 Cost Estimated Fair Value Unrealized Gain (Loss) ASSETS Common Stocks $ 1,004,478 $ 8,598,030 $ 7,593,552 Real Estate Company Investments 277,500 277,500 2014 Call Options 450 1,135,863 1,135,413 Series B Warrants 1,268,937 1, 268,937 $ 1,282,428 $ 11,280,329 $ 9,997,902 LIABILITIES Third-Party Call Options $ $ (608,731 ) $ (608,731 ) December 31, 2015 Cost Estimated Fair Value Unrealized Gain (Loss) ASSETS Common Stocks $ 10,04,992 $ 98,96,605 $ 88,91,613 Real Estate Company Investments 2,77,500 2,77,500 2014 Call Options 450 11,35,863 11,35,413 Series B Warrants 18,51,750 18,51,750 $ 12,82,942 $ 131,61,718 $ 118,78,776 LIABILITIES Third Party Call Options $ $ (619,122 ) $ (619,122 ) For the quarter ended March 31, 2016, the Company recorded a net unrealized loss on financial instruments of $1,870,997 and a net realized gain on financial instruments of $1,302,000. For the quarter ended March 31, 2015, the Company recorded a net unrealized loss on financial instruments of $1,460,160 and a net realized gain on financial instruments of $1,460,160. During the first quarter of 2014, the Company purchased shares in a company traded on the OTC Markets for a total of $2,919. The Company currently categorizes these holdings as Level 3 assets. As of March 31, 2016, this investment is carried at $0 value under managements valuation guidelines. In August 2014, the Company purchased 10,987,500 split-adjusted shares of common stock of Twinlab in private transactions from 25 shareholders for total consideration of $3,296. In November 2014, the Company sold 436,681 of these shares. In August 2014, the Company purchased options to acquire 8,743,000 outstanding shares of Twinlab's Common Stock (collectively, the "Call Options") in a private transaction from 14 stockholders, for total consideration of $2,623. The Call Options exercise price is $0.0001 per share and the Call Options expireexpired in August 2015. Such options arewere immediately exercisable and in February 2015, the Company exercised 7,244,500 of those options. As of March 31, 2016, the Company owns 1,498,500 of these options to acquire shares of Twinlab's Common Stock. In September 2014, Twinlab issued to the Company a Series A Warrant to purchase up to 52,631,579 shares of Twinlabs Common Stock at an exercise price of $0.76 per share (the Series A Warrant) and a Series B Warrant to purchase up to 22,368,421 shares of Twinlabs Common Stock at an exercise price of $0.76 per share (the Series B Warrant). Both the Series A Warrant and the Series B Warrant were exercisable from October 2014 through October 2017. Twinlab and the Company also entered into a Common Stock Put Agreement, dated as of September 30, 2014, as amended on December 15, 2014 (the Put Agreement). Pursuant to the Put Agreement, if the Company did not exercise the Series A Warrant by February 16, 2015 and thereafter at a rate of no less than 1,461,988 shares of Common Stock (the Minimum Amount) per month (the Minimum Rate) over the term of the Series A Warrant, Twinlab had the right (subject to certain conditions) to require the Company to exercise the Series A Warrant at the Minimum Rate for the duration of the Series A Warrant. In 2015, the Company sold an aggregate of 3,976,647 units of Twinlab securities to various unrelated third party accredited investors. Each unit consisted of one share of (unrestricted) Twinlab common stock and a detachable call option to purchase from the Company, for $1.00 per share, one (restricted) share of Twinlab common stock. The term of each such call option was three years from the respective unit sale date and the call option was valued at $0.156 per call option. In addition, in 2015, the Company sold an aggregate of 2,078,255 shares of Twinlab common stock (without any associated detachable call options) to various unrelated third party accredited investors, for $0.76 per share. In addition, in the first quarter of 2016, the Company sold an aggregate of 1,713,159 shares of Twinlab common stock (without any associated detachable call options) to various unrelated third party accredited investors, for $0.76 per share. As of March 31, 2016, the Company owns 11,343,048 shares of Twinlabs Common Stock. Twinlab and the Company entered into a Compromise Agreement and Release and an Amendment No. 1 to Series B Warrant, each dated as of May 28, 2015, pursuant to which, among other things: (a) the Company surrendered the entire remaining-unexercised portion of the Series A Warrant (51,973,684 warrants) and 4,368,421 of the warrants under the Series B Warrant; (b) the Put Agreement was terminated; (c) the remaining 18,000,000 warrants under the Series B Warrant were deemed divided into four tranches, each with an associated date beyond which it would no longer be exercisable: one tranche for 2,000,000 warrant shares (no longer exercisable after November 30, 2015; such tranche of warrants expired mostly unexercised), one for 4,000,000 warrant shares (expired on March 31, 2016), one for 6,000,000 warrant shares (no longer exercisable after July 31, 2016) and another for 6,000,000 warrant shares (no longer exercisable after November 30, 2016); and (d) the Company granted Twinlab three contingent call options, at $0.01 per share, to acquire Twinlab shares from the Company to the extent that upon effective expiration of the second, third and fourth tranches the Company had not exercised the warrants within such tranches (the Contingent Call Options). The three Contingent Call Options would be for a number of Twinlab shares equal to 25% of such unexercised warrants (i.e., a maximum of 1,000,000 shares if the Company exercised no warrants from the second tranche, a maximum of 1,500,000 shares if the Company exercised no warrants from the third tranche and a maximum of 1,500,000 shares if the Company exercised no warrants from the fourth tranche). In addition, Twinlab could not exercise a Contingent Call Option unless it had satisfied such options Liquidity Condition, namely that for each of the three or four months before the tranches effective expiration date Twinlab must have a financial position sufficient to show a 1.15x fixed charge coverage ratio for a certain trailing period, all as defined by Twinlabs Credit and Security Agreement dated January 22, 2015. Twinlab also agreed in the Compromise Agreement and Release that, given that the Company has identified, and may in the future identify, to Twinlab on a confidential basis persons to whom the Company might sell the Companys Twinlab shares, Twinlab shall not, without the Companys prior written consent, privately place Twinlab equity securities to any persons theretofore or thereafter first introduced to Twinlab by the Company; provided that Twinlab may, without the Companys consent, privately place Twinlab equity securities to such a person at any time after the earlier of (a) the date the entire Series B Warrant has expired and/or been exercised, or (b) the first anniversary of such particular introduction. As of immediately after the close of business on March 31, 2016, the Company held 12,000,000 warrants under the Series B Warrant. On October 1, 2015, Twinlab and the Company entered into Amendment No. 1 to Agreement for Limited Waiver of Non-Circumvention Provision and to Compromise Agreement and Release, pursuant to which a prior agreement calling for contingent payments of cash and equity to the Company was amended to remove the Companys right to any such contingent payments of cash and equity compensation, and in return the three Contingent Call Options were immediately cancelled. As of March 31, 2016, the Company owned less than 10% of Twinlabs outstanding common stock. In July 2015, in exchange for $277,500, the Company acquired a 20% interest in privately-held Western New York real estate companies LC Strategic Realty, LLC and LC Strategic Holdings, LLC, as well as in all other business conducted or to be conducted by the firms majority holders to the extent such other business has a primary focus on (a) real estate (subject to the exclusion of certain specified projects), (b) media/entertainment/show business, or (c) endorsements/advertisements/personal appearances/use of likeness/monetization of celebrity. The following table includes a roll forward of the amounts for the quarter ended March 31, 2016 for financial instruments classified within Level 3. Level 3 Recurring Fair Value Measurements For the Three Months Ended March 31, 2016 Common Stock Real Estate Company Investments 2014 Call Options Series B Warrants Third-Party Call Options Liability Total Fair value, net, January 1, 2016 $ 9,896,605 $ 277,500 $ 1,135,863 $ 1,851,750 $ (619,122 ) $ 12,542,596 Unrealized gains (losses) included in earnings (582,813 ) 10,391 (572,422 ) Purchases Sales (1,298,575 ) (1,298,575 ) Settlements/exercises Transfers in and/or out of Level 3 Fair value, net, March 31, 2016 $ 8,598,030 $ 277,500 $ 1,135,863 $ 1,268,937 $ (608,731 ) $ 10,671,599 Unrealized gains (losses) still held $ 7,593,552 $ $ 1,135,413 $ 1,268,937 $ (608,731 ) $ 9,389,171 Quantitative information about the valuation techniques and unobservable inputs is required to be disclosed for certain recurring and nonrecurring fair value measurements. The following tables present quantitative information about the valuation techniques and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring and nonrecurring basis at March 31, 2016 and December 31, 2015. Quantitative Information about Level 3 Fair Value Measurements at March 31, 2016 Fair Valuation Unobservable Range Value Technique Inputs Assets Common Stock $ 8,598,030 Discounted cash flow Guideline company transactions method Guideline publicly-traded company method Growth rate Risk premium factors Revenue multiple EBITDA multiple 13.00%-15.20% (2.50%)-7.00% 1.10-2.10 9.30-13.80 2014 Call Options 1,135,863 Discounted cash flow Guideline company transactions method Guideline publicly-traded company method Growth rate Risk premium factors Revenue multiple EBITDA multiple 13.00%-15.20% (2.50%)-7.00% 1.10-2.10 9.30-13.80 Series B Warrants 1,268,937 Option pricing model Duration Risk-free interest rate Volatility 0.33-0.67 years 0.52% 0.62% 50% Investment in Real Estate Companies 277,500 Recent transaction Total assets held at fair value $ 11,280,330 Liabilities Call option liability $ 608,731 Option pricing model Duration Risk-free interest rate Volatility 2.0-2.2 years 0.73% - 0.75% 50% Total liabilities held at fair value $ 608,731 Quantitative Information about Level 3 Fair Value Measurements at December 31, 2015 Fair Valuation Unobservable Range Value Technique Inputs Assets Common Stock $ 9,896,605 Discounted cash flow Guideline company transactions method Guideline publicly-traded company method Growth rate Risk premium factors Revenue multiple EBITDA multiple 13.00%-15.20% (2.50%)-7.00% 1.10-2.10 9.30-13.80 2014 Call Options 1,135,863 Discounted cash flow Guideline company transactions method Guideline publicly-traded company method Growth rate Risk premium factors Revenue multiple EBITDA multiple 13.00%-15.20% (2.50%)-7.00% 1.10-2.10 9.30-13.80 Series B Warrants 1,851,750 Option pricing model Duration Risk-free interest rate Volatility 0.25-0.92 years 0.16% - 0.62% 50% Investment in Real Estate Companies 277,500 Recent transaction Total assets held at fair value $ 13,161,718 Liabilities Call option liability $ 619,122 Option pricing model Duration Risk-free interest rate Volatility 2.23-2.40 years 1.12% -1.16% 50% Total liabilities held at fair value $ 619,122 In the first quarter of 2016, the Company sold an aggregate of 1,713,159 shares of Twinlab common stock to various unrelated third party accredited investors, in private transactions, for $0.76 per share. In addition, 4,000,000 of the Companys warrants to purchase Twinlab common stock (for $0.76 per share) expired on March 31, 2016 in accordance with their terms. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS | NOTE 4 RELATED PARTY TRANSACTIONS Salary Advance to Related Party In the first quarter of 2016 the Company paid salary amounts to two of its officers covering the second, third, and fourth quarters of 2016. As a result, the Company recorded a salary advance - related party of $300,000 at March 31, 2016 in connection with such payments. Short-Term Advances from Related Party After October 28, 2014 the Companys controlling stockholder Darin Pastor made advances and direct-payments to assist the Company in covering expenses. In addition, the amounts of these advances and direct-payments are reimbursable to him upon his demand at any time. At March 31, 2016 and December 31, 2015, the unrepaid balance of such advances and direct-payments was $29,700 and $49,600, respectively. Notes Payable to Related Party On October 28, 2014, the Company entered into a transaction in which the Company acquired from Darin Pastor certain assets which had been assets of Affluent and assumed certain liabilities which had been liabilities of Affluent, including liabilities under demand notes in favor of Darin Pastor. The Company repaid these notes in their entirety on March 11, 2016. On December 31, 2015, the outstanding principal obligation on such assumed notes was $68,416. The interest rate on the demand notes was 2% per annum. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 INCOME TAXES The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Income tax benefit for the three months ended March 31, 2016 was $500,348, which reflected times an effective tax rate of 39.43%, which was greater than the federal statutory rate due to the state income tax expense. The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The disclosures regarding the Company's unrecognized tax benefits at December 31, 2015 included in the Company's 2015 Annual Report on Form 10-K continue to be relevant for the period ended March 31, 2016 as to the Companys unrecognized tax benefits at March 31, 2016. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were available to be issued. Except as noted below, there are no events which require adjustments to, or disclosure in, the financial statements for the periods ended March 31, 2016. In April 2016, the Company sold 394,737 Twinlab shares to unrelated third parties for $300,000. |
SUMMARY OF SIGNIFICANT ACCOUN13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared using the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the accounting and financial reporting conventions of the investment company industry and in accordance with the instructions to Form 10-Q and Article 8 of Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015, included in the Companys Annual Report on Form 10-K filed with the SEC on May 2, 2016. The unaudited condensed financial statements contain all normal recurring accruals and adjustments that in the opinion of management, are necessary to present fairly the financial position of the Company at March 31, 2016, the results of the Companys operations for the three months period ended March 31, 2016 and the Companys cash flows for the three months ended March 31, 2016. The results of operations for the three months period ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year or any future interim periods. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash Equivalents The Company considers any investments in short-term money market funds with original maturities of three months or less to be cash equivalents. |
Investments | Investments Investments primarily comprise strategic, non-controlling equity ownership interests in privately held businesses or public companies with very illiquid trading markets. These strategic investments are accounted for at fair value as determined by internal valuation guidelines and/or outside appraisals as there are no readily ascertainable fair market value prices in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 946-10 and FASB ASC 820-10. Because the Company follows the financial accounting and reporting conventions of the investment company industry, it reports investments at estimated fair value. FASB ASC 820-10-65-4 provides additional guidance for estimating fair value in accordance with FASB ASC 820-10 when the volume and level of market activity for the asset or liability have significantly decreased. FASB ASC 820-10-65-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. It acknowledges that in these circumstances quoted prices may not be determinative of fair value. FASB ASC 820-10-65-4 emphasizes that even if there has been a significant decrease in the volume and level of market activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. Under FASB ASC 820-10-65-4, quoted prices for assets or liabilities in inactive markets may require adjustment due to uncertainty as to whether the underlying transactions are orderly. There is little information, if any, to evaluate if individual transactions are orderly in an inactive market. Accordingly, the Company is required to evaluate the facts and circumstances to determine whether the transaction is orderly based on the weight of the evidence. FASB ASC 820-10-65-4 does not designate a specific method for adjusting a transaction or quoted price; however, it does provide guidance for determining how much weight to give a transaction or quoted price. Price quotes derived from transactions that are not orderly are not considered to be determinative of fair value and should be given less weight, if any, when estimating fair value. In the absence of observable market data at March 31, 2016, and December 31, 2015 the Company's fair value measurements included assumptions about future cash flow and appropriately risk-adjusted discount rates that it believes market participants would make in orderly market transactions. |
Fair value of financial instruments | Fair Value Measurements and Valuation Methodologies GAAP defines fair value 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. GAAP establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available. Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The Companys financial instruments are valued by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The valuation methodology for each investment type and discussion of key unobservable inputs is described below. The Company often invests in common stocks that are thinly traded where the closing trading price is not considered to be a fair indication of the value for which the Company can sell or buy the common stock. In such cases, as in the case of private-company limited liability company membership interests held by the Company, the common stock must be analyzed to determine what exit price the Company would receive when liquidating the position. These positions are classified as Level 3 securities. The significant unobservable inputs used in the fair value measurement of the Companys Level 3 common stocks are growth rate, risk premium, revenue multiples and EBITDA multiples. Increases or decreases in any of those inputs in isolation would result in a lower or higher fair value measurement, respectively. The Company has warrants and call options to purchase common stock in illiquid public companies. Generally, there is no established market for these investments. The Company values these warrants and call options by using a model that takes into consideration the exercise or call price of the warrant or call option, the price of the underlying common stock and the expiration date of the warrant or call option. The significant unobservable inputs used in the fair value measurement of the Companys warrants and call options includes the price of the underlying thinly traded common stock (determined based upon growth rate, risk premium, revenue multiples and EBITDA multiples), duration and discount rate and volatility. Increases or decreases in the premium-to-parity would result in a higher or lower fair value measurement, respectively. Generally, when the Company invests in common stocks that are traded on the NASDAQ Markets or over-the-counter markets (such as the OTCBB, OTCQB or OTC Pink marketplaces), such common stocks are valued at the last traded price. If there is no trade on a measurement date, the Company will typically value the common stock at the closing bid price. However, in certain circumstances, the closing trading price is not considered to be a fair indication of the value for which the Company can sell the common stock. In such cases, the common stock must be analyzed to determine what exit price the Company would receive when liquidating the position. Investments in non-marketable common stocks at March 31, 2016 and December 31, 2015 were valued based, in part, on subsequent transactions with unrelated third parties and at December 31, 2015 were valued by the Company with the assistance of an independent valuation consultant. These positions are classified as Level 3 securities by the Company. From time to time, the Company has investments in private limited liability companies. Generally, there is no established market for these investments. The Company values these interests by means of both quantitative and qualitative measures, generally including the financial stability of the company, the economic rights of the interests and the economic prospects of the company. The significant unobservable input used in the fair value measurement of the Companys limited liability company investments is the expected recovery of contributed capital. Increases or decreases in the expected recovery would result in a higher or lower fair value measurement, respectively. |
Derivative financial instruments | Derivative Financial Instruments Derivative financial instruments include call options and warrants at March 31, 2016 and December 31, 2015. Derivatives are accounted for at fair value with changes in fair value reported in operations. The significant unobservable inputs used in the fair value measurement of the Companys derivative financial instruments include the underlying common stock, duration, volatility and discount rate, which are used in the option pricing model. Changes to any of those inputs in isolation would result in fluctuations in the fair value measurement. |
Investment Transaction, Related Income and Expenses | Investment Transaction, Related Income and Expenses Purchases and sales of investments are recorded on a trade-date basis. Realized gains and losses on investments are recognized on the first-in, first-out method. Dividend income on investments owned is recognized on the ex-dividend date, net of applicable withholding taxes. |
Treasury Stock Purchases | Treasury Stock Purchases The Company is authorized to repurchase shares of the Companys common stock in private transactions from time to time. |
Revenue recognition | Revenue Recognition The Company recognizes revenue for services when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the related 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 fees is probable. |
Earnings per share | Earnings per Share The Company follows FASB ASC 260 for earnings per share. Basic earnings per common share calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. As of March 31, 2016 and 2015, there were no dilutive common shares equivalents outstanding. |
Concentration Risks | Concentration Risks During the quarter ended March 31, 2016, the Company had $12,000 of sublease income from two sublessees. During the quarter ended March 31, 2015, the Company had $50,001 in revenue generated from one customer for consulting services and had interest income from a related party of $7,446. |
Income taxes | Income Taxes The Company follows ASC Topic 740 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. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. As of March 31, 2016 the Company reviewed its tax positions and determined there were no outstanding or retroactive tax provisions with less than a 50% likelihood of being sustained upon examination by the taxing authorities. The Company is required to file Federal and New York and California state income tax returns. The Companys tax return status will remain open until a tax return has been filed. |
Advertising costs | Advertising costs Advertising costs are expensed as incurred. For the quarters ended March 31, 2016 and 2015, advertising costs of $14,930 and $21,170, respectively, were included in general and administrative expenses. |
Recent pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards update 2014-09, Revenue from Contracts with Customers In May 2015, the FASB issued amended guidance on the disclosures for investments in certain equities that calculate net asset value per share (or its equivalent). The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The guidance is effective for fiscal years beginning after December 15, 2015 and for interim periods within those years. In February 2016, the FASB issued Accounting Standards update 2016-02, Leases |
INVESTMENTS, AT FAIR VALUE (Tab
INVESTMENTS, AT FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments At Fair Value Tables | |
Schedule of Assets and Liabilities measured at Fair Value on a Recurring Basis | Assets and Liabilities Measured at Fair Value on a Recurring Basis March 31, 2016 Level 1 Level 2 Level 3 Total Assets Financial instruments, at fair value: Common Stocks $ $ $ 8,598,030 $ 8,598,030 Real Estate Company Investments 277,500 277,500 2014 Call Options 1,135,863 1,135,863 Series B Warrants 1,268,937 1,268,937 Total Financial instruments, at fair value 11,280,330 11,280,330 Total assets held at fair value $ $ $ 11,280,330 $ 11,280,330 Liabilities Financial instruments, at fair value: Third Party Call Options 608,731 608,731 Total liabilities held at fair value $ $ $ 608,731 $ 608,731 Assets and Liabilities Measured at Fair Value on a Recurring Basis December 31, 2015 Level 1 Level 2 Level 3 Total Assets Financial instruments, at fair value: Common Stocks $ $ $ 9,896,605 $ 9,896,605 Real Estate Company Investments 277,500 277,500 2014 Call Options 1,135,863 1,135,863 Series B Warrants 1,851,750 1,851,750 Total Financial instruments, at fair value 13,161,718 13,161,718 Total assets held at fair value $ $ $ 13,161,718 $ 13,161,718 Liabilities Financial instruments, at fair value: Third Party Call Options 619,122 619,122 Total liabilities held at fair value $ $ $ 619,122 $ 619,122 |
Schedule of Investments in securities and unrealized gains | March 31, 2016 Cost Estimated Fair Value Unrealized Gain (Loss) ASSETS Common Stocks $ 1,004,478 $ 8,598,030 $ 7,593,552 Real Estate Company Investments 277,500 277,500 2014 Call Options 450 1,135,863 1,135,413 Series B Warrants 1,268,937 1, 268,937 $ 1,282,428 $ 11,280,329 $ 9,997,902 LIABILITIES Third-Party Call Options $ $ (608,731 ) $ (608,731 ) December 31, 2015 Cost Estimated Fair Value Unrealized Gain (Loss) ASSETS Common Stocks $ 10,04,992 $ 98,96,605 $ 88,91,613 Real Estate Company Investments 2,77,500 2,77,500 2014 Call Options 450 11,35,863 11,35,413 Series B Warrants 18,51,750 18,51,750 $ 12,82,942 $ 131,61,718 $ 118,78,776 LIABILITIES Third Party Call Options $ $ (619,122 ) $ (619,122 ) |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Advertising costs | $ 14,930 | $ 21,170 |
Customer [Member] | ||
Consulting Services | 50,001 | |
Interest Income | $ 7,446 |
INVESTMENTS, AT FAIR VALUE (Det
INVESTMENTS, AT FAIR VALUE (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Inputs, Level 3 [Member] | ||
Financial Investment owned at fair value | $ 10,671,599 | $ 12,542,596 |
Fair Value, Inputs, Level 3 [Member] | Warrant B [Member] | ||
Financial Investment owned at fair value | 1,268,937 | 1,851,750 |
Fair Value, Inputs, Level 3 [Member] | Third Party Call Options [Member] | ||
Financial Investment owned at fair value | (608,731) | (619,122) |
Fair Value, Inputs, Level 3 [Member] | Real Estate Company Investments [Member] | ||
Financial Investment owned at fair value | 277,500 | 277,500 |
Fair Value, Inputs, Level 3 [Member] | 2014 Call Options [Member] | ||
Financial Investment owned at fair value | 1,135,863 | 1,135,863 |
Fair Value, Inputs, Level 3 [Member] | Common Stock | ||
Financial Investment owned at fair value | 8,598,030 | 9,896,605 |
Liabilities [Member] | ||
Total Assets/Liabilities Held at Fair Value | 608,731 | 619,122 |
Liabilities [Member] | Third Party Call Options [Member] | ||
Financial Investment owned at fair value | 608,731 | 619,122 |
Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total Assets/Liabilities Held at Fair Value | 608,731 | 619,122 |
Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | Third Party Call Options [Member] | ||
Financial Investment owned at fair value | 608,731 | 619,122 |
Assets [Member] | ||
Total Assets/Liabilities Held at Fair Value | 11,280,330 | 13,161,718 |
Assets [Member] | Warrant B [Member] | ||
Financial Investment owned at fair value | 1,268,937 | 1,851,750 |
Assets [Member] | Real Estate Company Investments [Member] | ||
Financial Investment owned at fair value | 277,500 | 277,500 |
Assets [Member] | 2014 Call Options [Member] | ||
Financial Investment owned at fair value | 1,135,863 | 1,135,863 |
Assets [Member] | Common Stock | ||
Financial Investment owned at fair value | 8,598,030 | 9,896,605 |
Assets [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total Assets/Liabilities Held at Fair Value | 11,280,330 | 13,161,718 |
Assets [Member] | Fair Value, Inputs, Level 3 [Member] | Warrant B [Member] | ||
Financial Investment owned at fair value | 1,268,937 | 1,851,750 |
Assets [Member] | Fair Value, Inputs, Level 3 [Member] | Real Estate Company Investments [Member] | ||
Financial Investment owned at fair value | 277,500 | 277,500 |
Assets [Member] | Fair Value, Inputs, Level 3 [Member] | 2014 Call Options [Member] | ||
Financial Investment owned at fair value | 1,135,863 | 1,135,863 |
Assets [Member] | Fair Value, Inputs, Level 3 [Member] | Common Stock | ||
Financial Investment owned at fair value | $ 8,598,030 | $ 9,896,605 |
INVESTMENTS, AT FAIR VALUE (D17
INVESTMENTS, AT FAIR VALUE (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Unrealized gain on investment securities, net | $ (1,870,997) | $ (1,460,160) | |
Liabilities [Member] | |||
Unrealized gain on investment securities, net | (608,731) | $ (619,122) | |
Liabilities [Member] | Third Party Call Options [Member] | |||
Unrealized gain on investment securities, net | $ (608,731) | $ (619,122) | |
Liabilities [Member] | Cost [Member] | |||
Unrealized gain on investment securities, net | |||
Liabilities [Member] | Cost [Member] | Third Party Call Options [Member] | |||
Unrealized gain on investment securities, net | |||
Liabilities [Member] | Estimate of Fair Value [Member] | |||
Unrealized gain on investment securities, net | $ (608,731) | $ (619,122) | |
Liabilities [Member] | Estimate of Fair Value [Member] | Third Party Call Options [Member] | |||
Unrealized gain on investment securities, net | (608,731) | (619,122) | |
Assets [Member] | |||
Unrealized gain on investment securities, net | 9,997,902 | 11,878,776 | |
Assets [Member] | Warrant B [Member] | |||
Unrealized gain on investment securities, net | 1,268,937 | 1,851,750 | |
Assets [Member] | Common Stock | |||
Unrealized gain on investment securities, net | $ 7,593,552 | $ 8,891,613 | |
Assets [Member] | Real Estate Company Investments [Member] | |||
Unrealized gain on investment securities, net | |||
Assets [Member] | 2014 Call Options [Member] | |||
Unrealized gain on investment securities, net | $ 1,135,413 | $ 1,135,413 | |
Assets [Member] | Cost [Member] | |||
Unrealized gain on investment securities, net | $ 1,282,428 | $ 1,282,942 | |
Assets [Member] | Cost [Member] | Warrant B [Member] | |||
Unrealized gain on investment securities, net | |||
Assets [Member] | Cost [Member] | Common Stock | |||
Unrealized gain on investment securities, net | $ 1,004,478 | $ 1,004,992 | |
Assets [Member] | Cost [Member] | Real Estate Company Investments [Member] | |||
Unrealized gain on investment securities, net | 277,500 | 277,500 | |
Assets [Member] | Cost [Member] | 2014 Call Options [Member] | |||
Unrealized gain on investment securities, net | 450 | 450 | |
Assets [Member] | Estimate of Fair Value [Member] | |||
Unrealized gain on investment securities, net | 11,280,329 | 13,161,718 | |
Assets [Member] | Estimate of Fair Value [Member] | Warrant B [Member] | |||
Unrealized gain on investment securities, net | 1,268,937 | 1,851,750 | |
Assets [Member] | Estimate of Fair Value [Member] | Common Stock | |||
Unrealized gain on investment securities, net | 8,598,030 | 9,896,605 | |
Assets [Member] | Estimate of Fair Value [Member] | Real Estate Company Investments [Member] | |||
Unrealized gain on investment securities, net | 277,500 | 277,500 | |
Assets [Member] | Estimate of Fair Value [Member] | 2014 Call Options [Member] | |||
Unrealized gain on investment securities, net | $ 1,135,863 | $ 1,135,863 |
INVESTMENTS, AT FAIR VALUE (D18
INVESTMENTS, AT FAIR VALUE (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Unrealized gains (losses) still held | $ (1,870,997) | $ (1,460,160) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair value, net | 12,542,596 | |
Unrealized gains (losses) included in earnings | $ (572,422) | |
Purchases | ||
Sales | $ (1,298,575) | |
Settlements/exercises | ||
Transfers in and/or out of Level 3 | ||
Fair value , net | $ 10,671,599 | |
Unrealized gains (losses) still held | 9,389,171 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | 2014 Call Options [Member] | ||
Fair value, net | $ 1,135,863 | |
Unrealized gains (losses) included in earnings | ||
Purchases | ||
Sales | ||
Settlements/exercises | ||
Transfers in and/or out of Level 3 | ||
Fair value , net | $ 1,135,863 | |
Unrealized gains (losses) still held | 1,135,413 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Warrant B [Member] | ||
Fair value, net | 1,851,750 | |
Unrealized gains (losses) included in earnings | $ (582,813) | |
Purchases | ||
Sales | ||
Settlements/exercises | ||
Transfers in and/or out of Level 3 | ||
Fair value , net | $ 1,268,937 | |
Unrealized gains (losses) still held | 1,268,937 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Third Party Call Options [Member] | ||
Fair value, net | (619,122) | |
Unrealized gains (losses) included in earnings | $ 10,391 | |
Purchases | ||
Sales | ||
Settlements/exercises | ||
Transfers in and/or out of Level 3 | ||
Fair value , net | $ (608,731) | |
Unrealized gains (losses) still held | (608,731) | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Real Estate Company Investments [Member] | ||
Fair value, net | $ 277,500 | |
Unrealized gains (losses) included in earnings | ||
Purchases | ||
Sales | ||
Settlements/exercises | ||
Transfers in and/or out of Level 3 | ||
Fair value , net | $ 277,500 | |
Unrealized gains (losses) still held | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Common Stock | ||
Fair value, net | $ 9,896,605 | |
Unrealized gains (losses) included in earnings | ||
Purchases | ||
Sales | $ (1,298,575) | |
Settlements/exercises | ||
Transfers in and/or out of Level 3 | ||
Fair value , net | $ 8,598,030 | |
Unrealized gains (losses) still held | $ 7,593,552 |
INVESTMENTS, AT FAIR VALUE (D19
INVESTMENTS, AT FAIR VALUE (Details 4) - Fair Value, Measurements, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Third Party Call Options [Member] | ||
Fair value of Assets and Liabilities | $ 619,122 | |
Assets [Member] | ||
Fair value of Assets and Liabilities | $ 11,280,330 | 13,161,718 |
Assets [Member] | Common Stock | ||
Fair value of Assets and Liabilities | 8,598,030 | 8,350,500 |
Assets [Member] | 2014 Call Options [Member] | ||
Fair value of Assets and Liabilities | 1,135,863 | 1,135,863 |
Assets [Member] | Warrant B [Member] | ||
Fair value of Assets and Liabilities | $ 1,268,937 | $ 1,851,750 |
Volatility | 50.00% | 50.00% |
Assets [Member] | Investment in Real Estate Companies [Member] | ||
Fair value of Assets and Liabilities | $ 277,500 | |
Assets [Member] | Real Estate Company Investments [Member] | ||
Fair value of Assets and Liabilities | $ 277,500 | |
Assets [Member] | Minimum [Member] | Common Stock | ||
Growth rate | 13.00% | 13.00% |
Risk premium factors | (2.50%) | (2.50%) |
Revenue multiple | 1.10 | 1.10 |
EBITDA multiple | 9.30 | 9.30 |
Assets [Member] | Minimum [Member] | 2014 Call Options [Member] | ||
Growth rate | 13.00% | 13.00% |
Risk premium factors | (2.50%) | (2.50%) |
Revenue multiple | 1.10 | 1.10 |
EBITDA multiple | 9.30 | 9.30 |
Assets [Member] | Minimum [Member] | Warrant B [Member] | ||
Duration | 3 months 28 days | 3 months |
Risk rate | 0.52% | 0.16% |
Assets [Member] | Maximum [Member] | Common Stock | ||
Growth rate | 15.20% | 15.20% |
Risk premium factors | 7.00% | 7.00% |
Revenue multiple | 2.10 | 2.10 |
EBITDA multiple | 13.80 | 13.80 |
Assets [Member] | Maximum [Member] | 2014 Call Options [Member] | ||
Growth rate | 15.20% | 15.20% |
Risk premium factors | 7.00% | 7.00% |
Revenue multiple | 2.10 | 2.10 |
EBITDA multiple | 13.80 | 13.80 |
Assets [Member] | Maximum [Member] | Warrant B [Member] | ||
Duration | 8 months 1 day | 11 months 1 day |
Risk rate | 0.62% | 0.62% |
Liabilities [Member] | ||
Fair value of Assets and Liabilities | $ 608,731 | $ 619,122 |
Liabilities [Member] | Third Party Call Options [Member] | ||
Fair value of Assets and Liabilities | $ 608,731 | |
Risk rate | 0.58% | |
Volatility | 50.00% | |
Liabilities [Member] | Minimum [Member] | Third Party Call Options [Member] | ||
Duration | 2 years | 2 years 2 months 22 days |
Risk rate | 1.12% | |
Volatility | 0.73% | |
Liabilities [Member] | Maximum [Member] | Third Party Call Options [Member] | ||
Duration | 2 years 2 months 12 days | 2 years 4 months 24 days |
Risk rate | 1.16% | |
Volatility | 0.75% |