Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Document and Entity Information [Abstract] | ' |
Entity Registrant Name | 'IRONSTONE GROUP INC |
Document Type | '10-K |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 1,872,964 |
Entity Public Float | $527,097 |
Amendment Flag | 'false |
Entity Central Index Key | '0000723269 |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Filer Category | 'Smaller Reporting Company |
Entity Well-known Seasoned Issuer | 'No |
Document Period End Date | 31-Dec-13 |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
ASSETS: | ' | ' |
Cash | $242,443 | $3,378 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ' | ' |
Line of credit borrowings | 350,000 | 350,000 |
Accounts payable and accrued expenses | 17,895 | 36,601 |
Interst payable - related party | -54,757 | ' |
Advances for future stock issuance | 230,000 | ' |
Note payable, net of discount of $46,414 | 1,102,580 | 1,009,519 |
Note payable - related party | 182,000 | 59,000 |
Total liabilities | 1,892,595 | 1,457,104 |
Stockholders' equity (deficit): | ' | ' |
Preferred stock,$0.01 par value, 5,000,000 shares authorized; no shares issued and outstanding | ' | ' |
Common stock,$0.01 par value, 25,000,000 shares authorized; of which 2,618,500 shares are issued and outstanding as of December 31, 2013 and 2012 | 26,185 | 26,185 |
Additional paid-in capital | 21,564,850 | 21,554,524 |
Accumulated deficit | -21,580,341 | -21,410,594 |
Accumulated other comprehensive income (loss) | 1,820,899 | -9,619 |
1,831,593 | 160,496 | |
Less: Treasury Stock, 745,536 shares, at cost | -522,574 | -522,574 |
Total stockholders' equity (deficit) | 1,309,019 | -362,078 |
Total liabilities and stockholders' equity | 3,201,614 | 1,095,026 |
Marketable Securities [Member] | ' | ' |
ASSETS: | ' | ' |
Marketable Securities | 12,480 | 8,580 |
Marketable Securities - Related Party [Member] | ' | ' |
ASSETS: | ' | ' |
Marketable Securities | 944,772 | 7,198 |
Non-Marketable Securities [Member] | ' | ' |
ASSETS: | ' | ' |
Non-Marketable Securities | 2,001,919 | 1,000,000 |
Non-marketable Securities - Related Party [Member] | ' | ' |
ASSETS: | ' | ' |
Non-Marketable Securities | ' | 75,870 |
Total assets | 3,201,614 | 1,095,026 |
Related Party [Member] | ' | ' |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ' | ' |
Interst payable - related party | $10,120 | $1,984 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Note payable discount (in Dollars) | $46,414 | ' |
Preferred stock, par value (in Dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 2,618,500 | 2,618,500 |
Common stock, shares outstanding | 2,618,500 | 2,618,500 |
Less: Treasury Stock, Number of Shares | 745,536 | 745,536 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating (income) expenses: | ' | ' |
Professional fees | $41,408 | $37,386 |
State filing fee | 21,562 | 2,721 |
Amortization | 5,560 | 4,214 |
Stock-based compensation | 10,326 | ' |
General and administrative expenses | 964 | 974 |
Other expense | -32,836 | ' |
Total operating expenses | 46,984 | 45,295 |
Loss from operations | -46,984 | -45,295 |
Other expense: | ' | ' |
Interest expense | -112,643 | -94,113 |
Interest expense to related party | -10,120 | -1,984 |
Net loss | -169,747 | -141,392 |
COMPREHENSIVE INCOME (LOSS), NET OF TAX: | ' | ' |
Net loss | -169,747 | -141,392 |
Unrealized holding gain arising during the year | 1,830,518 | 37,700 |
Comprehensive income (loss) | $1,660,771 | ($103,692) |
Basic and diluted loss per share: | ' | ' |
Net loss per share (in Dollars per share) | ($0.09) | ($0.09) |
Weighted-average shares used in per share computation (in Shares) | 1,872,964 | 1,594,885 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2011 | $14,875 | $21,170,388 | ($21,269,202) | ($47,319) | ($522,574) | ($653,832) |
Balance (in Shares) at Dec. 31, 2011 | 1,487,644 | ' | ' | ' | -745,536 | ' |
Net (loss) | ' | ' | -141,392 | ' | ' | -141,392 |
Issuance of common stock | 11,310 | 327,948 | ' | ' | ' | 339,258 |
Issuance of common stock (in Shares) | 1,130,856 | ' | ' | ' | ' | ' |
Discount on Note Payable | ' | 56,188 | ' | ' | ' | 56,188 |
Unrealized Gain (Loss) | ' | ' | ' | 37,700 | ' | 37,700 |
Balance at Dec. 31, 2012 | 26,185 | 21,554,524 | -21,410,594 | -9,619 | -522,574 | -362,078 |
Balance (in Shares) at Dec. 31, 2012 | 2,618,500 | ' | ' | ' | -745,536 | ' |
Net (loss) | ' | ' | -169,747 | ' | ' | -169,747 |
Stock-based compensation | ' | 10,326 | ' | ' | ' | 10,326 |
Unrealized Gain (Loss) | ' | ' | ' | 1,830,518 | ' | 1,830,518 |
Balance at Dec. 31, 2013 | $26,185 | $21,564,850 | ($21,580,341) | $1,820,899 | ($522,574) | $1,309,019 |
Balance (in Shares) at Dec. 31, 2013 | 2,618,500 | ' | ' | ' | -745,536 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($169,747) | ($141,392) |
Adjustment to reconcile net loss to net cash used in operating activities: | ' | ' |
Accretion of discount on notes payable | 5,560 | 4,214 |
Stock-based compensation amortization | 10,326 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts payable and accrued expenses | -18,709 | 69,418 |
Interest payable - related party | 8,136 | 1,984 |
Net cash used in operating activities | -164,434 | -65,776 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of related party marketable securities, Truett Hurst Inc. | -37,002 | ' |
Purchase of non-marketable securites, TangoMe Inc. | ' | -1,000,000 |
Net cash used in investing activities | -37,002 | -1,000,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of note payable to related party | 123,000 | 64,000 |
Proceeds from issuance of note payable | 87,501 | 1,000,000 |
Proceeds for future common stock share purchase | 230,000 | ' |
Net cash provided by financing activities | 440,501 | 1,064,000 |
Net increase (decrease) in cash | 239,065 | -1,776 |
Cash at beginning of year | 3,378 | 5,154 |
Cash at end of year | 242,443 | 3,378 |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid during the year for interest | 25,862 | 27,199 |
Cash paid during the year for taxes | 21,562 | ' |
Supplemental disclosure of noncash financing activities. | ' | ' |
Issuance of common stock for note payable ($284,500) and accrued interest ($54,757) to related party. | ' | $339,257 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parentheticals) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Supplemental disclosure of noncash financing activities Issuance of common stock for note payable | $284,500 |
Supplemental disclosure of noncash financing activities Issuance of common stock for accrued interest to related party. | $54,757 |
Note_1_Business_And_Summary_Of
Note 1 - Business And Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Business Activities | |
Ironstone Group, Inc. and subsidiaries have no operations but are seeking appropriate business combination opportunities. Ironstone Group, Inc, (“Ironstone” or the “Company”) a Delaware corporation, was incorporated in 1972. | |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc. (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Marketable and Non-Marketable Securities | |
Marketable and non-marketable securities have been classified by management as available for sale in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, marketable securities are recorded at fair value and any unrealized gains and losses are excluded from earnings and reported as a separate component of shareholders’ equity until realized. The fair value of the Company’s marketable securities and investments at December 31, 2013 is based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value. | |
Securities determined to be non-marketable by the Company do not have readily determinable fair values. The Company estimates the fair value of these instruments using various pricing models and the information available to the Company that it deems most relevant. Among the factors considered by the Company in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of publicly traded securities with similar duration and yield, the Black-Scholes Options Valuation methodology adjusted for active market, the share price of a recent round of a financings by an outsider, and other considerations on a case-by-case basis and other factors generally pertinent to the valuation of financial instruments. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made in the financial statements relate to the valuation of the Company’s non-marketable investments. Actual results could differ from those estimates. | |
Income Taxes | |
The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |
Ironstone follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of Ironstone is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company has determined that there is no effect on the financial statements from this authoritative guidance. | |
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local, and foreign jurisdictions, where applicable. As of December 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2010 forward (with limited exceptions). | |
During the year ended December 31, 2013, the Company did not recognize any interest or penalties related to income taxes in its statement of operations. | |
Stock-Based Compensation | |
Ironstone recognizes the fair value of stock options granted on a straight-line basis over the requisite service period of the option grant, which is the standard vesting term of four years. | |
Ironstone recognized stock-based compensation expense of $10,326 during the year ended December 31, 2013. As of December 31, 2013, Ironstone had an aggregate of $80,765 of stock-based compensation remaining to be amortized to expense over the remaining requisite service period of the underlying options. Ironstone currently expects this stock-based compensation balance to be amortized as follows: $22,747 during fiscal year 2014; $22,747 during fiscal year 2015; $22,747 during fiscal year 2016 and $12,524 during fiscal year 2017. | |
The full impact of stock-based compensation in the future is dependent upon, among other things, the total number of stock options granted, the fair value of the stock options at the time of grant and the tax benefit that Ironstone may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by Ironstone’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, Ironstone’s expected stock price volatility over the term of the awards. | |
Basic and Diluted Loss per Share | |
Basic loss per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period. Diluted EPS reflects the dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect, using the average stock price during the period in the computation and because of the net loss for the periods presented. As of December 31, 2013, the Company does not have any potentially dilutive securities. | |
Reclassifications | |
Certain reclassifications have been made to prior period amounts in order to conform to the presentation in the current period. These reclassifications had no impact on previously reported net loss or total stockholders' equity. | |
Recent Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (ASU) 2013-02, Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to present parenthetically (on the face of the financial statements, in the notes, or in some cases, cross-referenced to related footnote disclosures) significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. The amendment is effective prospectively for annual and interim periods beginning after December 15, 2012. The Company adopted this amendment in the three months ended March 31, 2013 and the adoption did not have a material impact on its consolidated financial statements as the Company only has one category relating to accumulated other comprehensive income, available-for-sale securities, and no amounts were reclassified for the year ended December 31, 2013. | |
Liquidity | |
As reflected in the accompanying financial statements the Company has net losses and has a negative cash flow from operations. If necessary the Company may seek to sell additional debt or equity securities or enter into new credit facilities to meet its cash needs. The Company cannot make assurances that it will be able to complete any financing or liquidity transaction, that such financing or liquidity transaction will be adequate for the Company’s needs, or that a financing or liquidity transaction will be completed in a timely manner. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Note_2_Fair_Value_Measurements
Note 2 - Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
2. FAIR VALUE MEASUREMENTS | |||||||||||||||||
The Company adopted ASC 820, “Fair Value Measurement and Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States of America (“GAAP”) and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: | |||||||||||||||||
Level 1–Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. | |||||||||||||||||
Level 2–Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||||
Level 3–Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||||||||||||||||
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
Market values were determined for each security in the investment portfolio based on quoted market prices and quoted market prices for similar securities. The following tables provide information about the Company’s financial instruments measured at fair value on a recurring basis as of December 31 by the fair value hierarchy: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Balance as of | ||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 957,252 | $ | - | $ | - | $ | 957,252 | |||||||||
Private company preferred stock | - | - | 2,001,919 | 2,001,919 | |||||||||||||
Total | $ | 957,252 | $ | - | $ | 2,001,919 | $ | 2,959,171 | |||||||||
Level 1 | Level 2 | Level 3 | Balance as of | ||||||||||||||
December 31, | |||||||||||||||||
2012 | |||||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 15,778 | $ | - | $ | - | $ | 15,778 | |||||||||
Private company preferred stock | - | 1,075,870 | - | 1,075,870 | |||||||||||||
Total | $ | 15,778 | $ | 1,075,870 | $ | - | $ | 1,091,648 | |||||||||
The following table presents the Company’s investments measured at fair value using significant unobservable inputs (Level 3), including the valuation technique and unobservable inputs used to measure the fair value of those financial instruments: | |||||||||||||||||
Fair Value as of | Valuation Technique | Unobservable Inputs | |||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Non-marketable securities | $ | 2,001,919 | A recent round of financing | Third party transaction | |||||||||||||
Fair Value as of | Valuation Technique | Unobservable Inputs | |||||||||||||||
December 31, | |||||||||||||||||
2012 | |||||||||||||||||
Non-marketable securities | $ | 1,075,870 | A recent sale to unrelated third parties and market comparable analysis | Third party transaction and comparable company multiples | |||||||||||||
The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for fiscal year 2013. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, unrealized gains or (losses) during the period for assets and liabilities within the Level 3 category presented in the tables below may include changes in fair value during the period that were attributable to both observable and unobservable inputs. | |||||||||||||||||
Private Company | |||||||||||||||||
Preferred Stock | |||||||||||||||||
Balance as of January 1, 2012 | $ | - | |||||||||||||||
Balance as of December 31, 2012 | - | ||||||||||||||||
Transfers into Level 3 | 1,000,000 | ||||||||||||||||
Unrealized gain on investments | 1,001,919 | ||||||||||||||||
Balance as of December 31, 2013 | $ | 2,001,919 | |||||||||||||||
Transfers of financial instruments occur when there are changes in pricing observability levels. Transfers of financial instruments among the levels occur at the beginning of the reporting period. Transfers into Level 3 for fiscal year 2013 are attributed to the lack of observable inputs available for these securities beginning January 1, 2013. Transfers out of Level 3 during fiscal year 2013 are attributed to the April 24, 2013 conversion of Salon Media Group, Inc. Series C Preferred Stock into Salon Media Group, Inc. Common Stock, which is publicly traded. |
Note_3_Investments
Note 3 - Investments | 12 Months Ended |
Dec. 31, 2013 | |
Investments Schedule [Abstract] | ' |
Investment [Text Block] | ' |
3. INVESTMENTS | |
TangoMe, Inc. | |
On March 30, 2012, the Company purchased 468,121 shares of Series A Preferred Stock issued by TangoMe, Inc., from related party William R. Hambrecht at $2.14 per share, resulting in a total investment of $1,000,000. The value of this transaction was determined using the fair value of similar securities sold to unrelated third parties and was determined by management to be the best estimate of fair value as of December 31, 2012. For the year ended December 31, 2013, the Company recorded an unrealized gain of $1,001,919, bringing the total value of the investment in TangoMe, Inc. to $2,001,919 as of December 31, 2013. The fair value as of December 31, 2013 is based on similar securities sold to certain related and unrelated third parties, see Note 9. The use of a recent round of financing for TangoMe, Inc. is the primary significant unobservable input used in the fair value measurement of the Company’s investment. Significant increases (decreases) in any subsequent rounds of financing would result in a significantly higher (lower) fair value measurement. | |
Salon Media Group, Inc. | |
The Company owns 1,926,857 shares of Common Stock of Salon Media Group, Inc. These shares resulted from the April 24, 2013 exchange of 843 shares of Series C Preferred Stock of Salon Media Group Inc. This investment in common shares of Salon is valued at $0.45 per share, or $867,086, as of December 31, 2013. As of December 31, 2012, the Company had recorded an other-than-temporary impairment on the Series C preferred stock. For the year ended December 31, 2013 the Company recorded a related unrealized gain of $791,216 on the investment. | |
Additionally, in conjunction with making the investment in Salon, the Company received warrants to purchase common stock in Salon. In 2006, the Company exercised its warrants to purchase a total of 79,970 shares of common stock of Salon. This investment in common shares of Salon is valued at $0.45 per share, or $35,987, at December 31, 2013. For the year ended December 31, 2013, the Company recorded a related unrealized gain of $28,789 on the investment. | |
FlexiInternational Software, Inc. | |
The Company owns 78,000 shares of FlexiInternational Software stock. The investment in common shares of FlexiInternational Software is valued at $0.16 and $0.11 per share, or $12,480 and $8,580 at December 31, 2013 and 2012, respectively. For the year ended December 31, 2013 the Company recorded a related unrealized gain of $3,900 on the investment. | |
Truett-Hurst, Inc. | |
During fiscal year 2013 the Company purchased 10,000 shares of Truett-Hurst common stock. For the year ended December 31, 2013, the Company recorded a related unrealized gain of $4,694 on the investment. |
Note_4_Related_Party_Transacti
Note 4 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
4. RELATED PARTY TRANSACTIONS | |
Mr. William R Hambrecht, Chief Executive Officer, is a minority shareholder in Salon Media Group and a Director of Truett-Hurst, Inc. | |
Ms. Elizabeth Hambrecht, Chief Financial Officer, is currently the interim Chief Financial Officer of Salon Media Group, Inc. Ms. Hambrecht formerly served as President and Chief Executive Officer of Salon Media Group, Inc. Ms. Hambrecht is also the sister of a member of the Board of Directors, and is the daughter of the Chief Executive Officer. | |
To meet its cash needs during the 2013, the Company borrowed $123,000 from Mr. William R Hambrecht, Chief Executive Officer, at the same interest rate charged by First Republic Bank on its line of credit. Interest is payable to Mr. Hambrecht monthly. On December 31, 2013 the Company combined all the various notes payable, which were issued at various times to Mr. William R. Hambrecht, into one note for $182,000 at 7.75% interest, with a December 31, 2014 maturity. | |
Prior to December 31, 2013, the Company received $230,000 from certain new investors and certain of its existing investors, including related parties, pursuant to a stock purchase agreement. Under the stock purchase agreement, 131,429 shares of Ironstone’s Common Stock would be sold at a share price of $1.75 in exchange for these funds. As of December 31, 2013, the purchase agreement had not been finalized and the funds are shown on the consolidated balance sheets as cash and cash equivalents and shares payable. See Note 9 for further details. |
Note_5_Note_Payable
Note 5 - Note Payable | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Debt Disclosure [Text Block] | ' | ||||||||||||||||||||
5. NOTE PAYABLE | |||||||||||||||||||||
On March 31, 2012, the Company received $1,000,000 from a third party and issued a related promissory note. The note carries an 8% interest rate per year, and has a maturity date of March 31, 2017. Interest accrues on the balance and converts to separate notes payable on a quarterly basis. The total amounts due under the note agreement, including the notes related to accrued interest, are due in full at the end of the term. The note is secured by all of the assets of the Company through an accompanying security agreement. If the Company defaults on the note or security agreement, interest would accrue at 10% per annum. The gross amount payable under the note agreement as of December 31, 2013 totaled $1,148,994. | |||||||||||||||||||||
In connection with the note agreement, the Company also issued warrants with a 10-year term to this third party to purchase 187,296 shares of the Company’s common stock, for total consideration of $1. If the third party elects to purchase only a portion of the allotted shares, then the purchase price shall be prorated for the portion purchased. The warrants were separately valued using the Black-Scholes model, and it was determined the fair value of the warrants at March 31, 2012 was $56,188. This amount has been recorded as a discount on the $1,000,000 note payable and will be amortized over the 5 year term of the note. For the year ended December 31, 2013, accretion of the note payable discount was $5,560 and the remaining unamortized balance was $46,414. | |||||||||||||||||||||
The inputs to the Black-Scholes model were as follows: Stock price at March 31, 2012 of $0.30 per share; exercise price of $.000005 per share; Expected term of 10 years; Risk-free interest rate of 4.84%; Dividend rate of 0; Volatility of 60%. All 187,296 warrants were issued and outstanding at December 31, 2013. | |||||||||||||||||||||
Shares | Exercise Price | Expiration | |||||||||||||||||||
Options outstanding as of January 1, 2012 | 0 | ||||||||||||||||||||
Granted March 31, 2012 | 187,296 | $ | 0.000005 | 31-Mar-22 | |||||||||||||||||
Options outstanding as of December 31, 2012 | 187,296 | ||||||||||||||||||||
Furthermore, during 2013 the Company entered into a note payable agreement with a related party, William R. Hambrecht. This note carries a 7.75% interest rate per annum and has a maturity date of December 31, 2014. The note payable carried a principal balance of $182,000 as of December 31, 2013, with additional accrued interest of $10,120. | |||||||||||||||||||||
The scheduled maturities of notes payable outstanding as of December 31, 2013 are as follows: | |||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | Total | |||||||||||||||||
Notes payable | $ | - | $ | - | $ | - | $ | 1,148,994 | $ | 1,148,994 | |||||||||||
Notes payable - related party | 182,000 | - | - | - | 182,000 | ||||||||||||||||
Total | $ | 182,000 | $ | - | $ | - | $ | 1,148,994 | $ | 1,330,994 | |||||||||||
Note_6_Line_Of_Credit_Arrangem
Note 6 - Line Of Credit Arrangement | 12 Months Ended |
Dec. 31, 2013 | |
Line Of Credit Arrangement [Abstract] | ' |
Line Of Credit Arrangement [Text Block] | ' |
6. LINE OF CREDIT ARRANGEMENT | |
The Company has a line of credit arrangement with First Republic Bank (the “lender”) with a borrowing limit of $350,000 with interest based upon the lender’s prime rate. Interest is payable monthly at 7.75% at December 31, 2013. The line is guaranteed by both William R. Hambrecht, Director and Chief Executive Officer, and Robert H. Hambrecht, Director. The line of credit is due on demand. At December 31, 2013, the outstanding balance under the line was $350,000. The total recorded interest expense on this note for the year ended December 31, 2013 and December 31, 2012 was $27,125 and $28,388, respectively. The line of credit is renewable on a yearly basis based upon the lender’s review. |
Note_7_Income_Taxes
Note 7 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||
7. INCOME TAXES | |||||||||
ASC 740, “Income Taxes” requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been recognized in the financial statements or tax returns. Deferred income taxes reflect the net tax effects of (i) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (ii) operating loss and tax credit carryforwards. The tax effects of significant items comprising the Company's deferred income taxes at December 31, 2013 and 2012 are as follows: | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Operating loss carryforward | $ | 809,000 | $ | 761,000 | |||||
Unrealized (gain) loss on marketable securities | (415,000 | ) | 300,000 | ||||||
Less valuation allowance | (394,000 | ) | (1,061,000 | ) | |||||
Deferred tax assets – net | - | - | |||||||
Deferred tax liability – unrealized gain on marketable securities | - | - | |||||||
Deferred income taxes – net | $ | - | $ | - | |||||
The reasons for the difference between the amount computed by applying the statutory federal income tax rate to losses before income tax benefit and the actual income tax benefit for the years ended December 31, 2013 and 2012 are as follows: | |||||||||
2013 | 2012 | ||||||||
Expected income tax benefit | $ | 58,000 | $ | 48,000 | |||||
State income tax benefit, net of federal tax | 9,000 | 7,000 | |||||||
Total before valuation allowance | (67,000 | ) | ( 55,000 | ) | |||||
Change in valuation allowance | 67,000 | 55,000 | |||||||
Income tax benefit | $ | - | $ | - | |||||
Section 382 of the Internal Revenue Code of 1986, as amended, imposes an annual limitation on the availability of net operating loss carryforwards to offset taxable income when an ownership change occurs. Due to the redemption of shares of common stock in 2003, the Company underwent such an “ownership change.” Therefore, the Company’s use of losses incurred through the date of the “ownership change” will be limited to approximately $49,000 per year. | |||||||||
In the opinion of management, based on the uncertainty that the Company will be able to generate taxable income in the future, the realization of the loss carryforwards is not likely and, accordingly, a valuation allowance has been recorded to offset such amount in its entirety. | |||||||||
The Company is subject to taxation in the U.S. and the state of California. All tax years are subject to examination by the U.S. and California tax authorities due to the carryforward of unutilized net operating losses. The Company had no accrual for interest or penalties on the balance sheet at December 31, 2013 and 2012. |
Note_8_Shareholders_Equity
Note 8 - Shareholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
8. SHAREHOLDERS’ EQUITY | |
Treasury Stock | |
On September 15, 2003, the Board of Directors authorized the Company to purchase 745,536 shares of Company common stock at $0.70 per share for an aggregate purchase price of $521,875. The repurchase represented 50.11% of the issued and outstanding shares of the Company. During the year ended December 31, 2008, the Company paid $699 for fractional Treasury shares. As of December 31, 2013, the treasury shares are held by the Company. | |
Preferred Stock | |
The Company is authorized to issue up to five million shares of preferred stock without further shareholder approval; the rights, preferences and privileges of which would be determined at the time of issuance. No shares have been issued as of December 31, 2013. | |
Stock Option Plans | |
The Company has adopted a 2013 Equity Incentive Plan. As of January 30, 2013, 187,296 shares were available for grant under the Plan. The plan provides for incentive stock options to be granted at times and prices determined by the Company’s Board of Directors. The stock options are to be granted to directors, officers and employees of the Company, as well as certain consultants and other persons providing services to the Company. | |
70,000 stock options were granted on January 30, 2013. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with the following price and assumptions: Stock Price $.20 per share, Exercise Price $.20 per share, Time to Maturity 6.33 years, Risk-free Interest Rate 4%, Annualized Volatility 121%. | |
An additional 100,000 stock options were granted on August 20, 2013. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with the following price and assumptions: Stock Price $1.20 per share, Exercise Price $1.20 per share, Time to Maturity 4.0 years, Risk-free Interest Rate 1.1%, Annualized Volatility 93%. | |
For the year ended December 31, 2013, the Company recorded share based compensation expense related to stock options in the amount of $3,208 on the 70,000 stock options issued January 30, 2013 and $7,118 on the stock options issued August 20, 2013. |
Note_9_Subsequent_Events
Note 9 - Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
9. SUBSEQUENT EVENTS | |
The Company received cash totaling $230,000 in December, 2013 relating to a stock purchase agreement with certain new investors and certain of its existing investors, including related parties. The stock purchase was finalized on January 2, 2014 when the funds were used to purchase 131,429 shares of Common Stock at a price of $1.75 per share. | |
Additionally, on March 30, 2012 the Company purchased 468,121 shares of Series A Preferred Stock of TangoMe, Inc. for $2.14 per share. Subsequent to December 31, 2013, a round of financing for the TangoMe, Inc. non-marketable securities took place. This round of financing valued the shares at $4.28 per share. The Company determined that the new share price approximated fair value of shares owned by the Company as of December 31, 2013. Based on the new share price, the Company recorded an unrealized gain of $1,001,919 for the year ended December 31, 2013. | |
On January 2, 2014 Mr. Thomas Thurston was appointed to the Board of Directors. | |
The Company evaluated subsequent events to the date these consolidated financial statements were issued. Other than the matters noted above, there were no other material subsequent events that required recognition or additional disclosure in these consolidated financial statements. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Business Description and Basis of Presentation [Text Block] | ' |
Business Activities | |
Ironstone Group, Inc. and subsidiaries have no operations but are seeking appropriate business combination opportunities. Ironstone Group, Inc, (“Ironstone” or the “Company”) a Delaware corporation, was incorporated in 1972. | |
Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc. (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Marketable and Non-Marketable Securities [Policy Text Block] | ' |
Marketable and Non-Marketable Securities | |
Marketable and non-marketable securities have been classified by management as available for sale in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, marketable securities are recorded at fair value and any unrealized gains and losses are excluded from earnings and reported as a separate component of shareholders’ equity until realized. The fair value of the Company’s marketable securities and investments at December 31, 2013 is based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value. | |
Securities determined to be non-marketable by the Company do not have readily determinable fair values. The Company estimates the fair value of these instruments using various pricing models and the information available to the Company that it deems most relevant. Among the factors considered by the Company in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of publicly traded securities with similar duration and yield, the Black-Scholes Options Valuation methodology adjusted for active market, the share price of a recent round of a financings by an outsider, and other considerations on a case-by-case basis and other factors generally pertinent to the valuation of financial instruments. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made in the financial statements relate to the valuation of the Company’s non-marketable investments. Actual results could differ from those estimates. | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes | |
The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |
Ironstone follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of Ironstone is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company has determined that there is no effect on the financial statements from this authoritative guidance. | |
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local, and foreign jurisdictions, where applicable. As of December 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2010 forward (with limited exceptions). | |
During the year ended December 31, 2013, the Company did not recognize any interest or penalties related to income taxes in its statement of operations. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation | |
Ironstone recognizes the fair value of stock options granted on a straight-line basis over the requisite service period of the option grant, which is the standard vesting term of four years. | |
Ironstone recognized stock-based compensation expense of $10,326 during the year ended December 31, 2013. As of December 31, 2013, Ironstone had an aggregate of $80,765 of stock-based compensation remaining to be amortized to expense over the remaining requisite service period of the underlying options. Ironstone currently expects this stock-based compensation balance to be amortized as follows: $22,747 during fiscal year 2014; $22,747 during fiscal year 2015; $22,747 during fiscal year 2016 and $12,524 during fiscal year 2017. | |
The full impact of stock-based compensation in the future is dependent upon, among other things, the total number of stock options granted, the fair value of the stock options at the time of grant and the tax benefit that Ironstone may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by Ironstone’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, Ironstone’s expected stock price volatility over the term of the awards. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Basic and Diluted Loss per Share | |
Basic loss per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period. Diluted EPS reflects the dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect, using the average stock price during the period in the computation and because of the net loss for the periods presented. As of December 31, 2013, the Company does not have any potentially dilutive securities. | |
Reclassification, Policy [Policy Text Block] | ' |
Reclassifications | |
Certain reclassifications have been made to prior period amounts in order to conform to the presentation in the current period. These reclassifications had no impact on previously reported net loss or total stockholders' equity. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (ASU) 2013-02, Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to present parenthetically (on the face of the financial statements, in the notes, or in some cases, cross-referenced to related footnote disclosures) significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. The amendment is effective prospectively for annual and interim periods beginning after December 15, 2012. The Company adopted this amendment in the three months ended March 31, 2013 and the adoption did not have a material impact on its consolidated financial statements as the Company only has one category relating to accumulated other comprehensive income, available-for-sale securities, and no amounts were reclassified for the year ended December 31, 2013. | |
Liquidity Disclosure [Policy Text Block] | ' |
Liquidity | |
As reflected in the accompanying financial statements the Company has net losses and has a negative cash flow from operations. If necessary the Company may seek to sell additional debt or equity securities or enter into new credit facilities to meet its cash needs. The Company cannot make assurances that it will be able to complete any financing or liquidity transaction, that such financing or liquidity transaction will be adequate for the Company’s needs, or that a financing or liquidity transaction will be completed in a timely manner. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Note_2_Fair_Value_Measurements1
Note 2 - Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Note 2 - Fair Value Measurements (Tables) [Line Items] | ' | ||||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Balance as of | ||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 957,252 | $ | - | $ | - | $ | 957,252 | |||||||||
Private company preferred stock | - | - | 2,001,919 | 2,001,919 | |||||||||||||
Total | $ | 957,252 | $ | - | $ | 2,001,919 | $ | 2,959,171 | |||||||||
Level 1 | Level 2 | Level 3 | Balance as of | ||||||||||||||
December 31, | |||||||||||||||||
2012 | |||||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 15,778 | $ | - | $ | - | $ | 15,778 | |||||||||
Private company preferred stock | - | 1,075,870 | - | 1,075,870 | |||||||||||||
Total | $ | 15,778 | $ | 1,075,870 | $ | - | $ | 1,091,648 | |||||||||
Fair Value, Assets Measured on Recurring Basis, Transfers In/Out [Table Text Block] | ' | ||||||||||||||||
Private Company | |||||||||||||||||
Preferred Stock | |||||||||||||||||
Balance as of January 1, 2012 | $ | - | |||||||||||||||
Balance as of December 31, 2012 | - | ||||||||||||||||
Transfers into Level 3 | 1,000,000 | ||||||||||||||||
Unrealized gain on investments | 1,001,919 | ||||||||||||||||
Balance as of December 31, 2013 | $ | 2,001,919 | |||||||||||||||
Fair Value, Inputs, Level 3 [Member] | ' | ||||||||||||||||
Note 2 - Fair Value Measurements (Tables) [Line Items] | ' | ||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | ' | ||||||||||||||||
Fair Value as of | Valuation Technique | Unobservable Inputs | |||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Non-marketable securities | $ | 2,001,919 | A recent round of financing | Third party transaction | |||||||||||||
Fair Value as of | Valuation Technique | Unobservable Inputs | |||||||||||||||
December 31, | |||||||||||||||||
2012 | |||||||||||||||||
Non-marketable securities | $ | 1,075,870 | A recent sale to unrelated third parties and market comparable analysis | Third party transaction and comparable company multiples |
Note_5_Note_Payable_Tables
Note 5 - Note Payable (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||||||
Shares | Exercise Price | Expiration | |||||||||||||||||||
Options outstanding as of January 1, 2012 | 0 | ||||||||||||||||||||
Granted March 31, 2012 | 187,296 | $ | 0.000005 | 31-Mar-22 | |||||||||||||||||
Options outstanding as of December 31, 2012 | 187,296 | ||||||||||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | Total | |||||||||||||||||
Notes payable | $ | - | $ | - | $ | - | $ | 1,148,994 | $ | 1,148,994 | |||||||||||
Notes payable - related party | 182,000 | - | - | - | 182,000 | ||||||||||||||||
Total | $ | 182,000 | $ | - | $ | - | $ | 1,148,994 | $ | 1,330,994 |
Note_7_Income_Taxes_Tables
Note 7 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Operating loss carryforward | $ | 809,000 | $ | 761,000 | |||||
Unrealized (gain) loss on marketable securities | (415,000 | ) | 300,000 | ||||||
Less valuation allowance | (394,000 | ) | (1,061,000 | ) | |||||
Deferred tax assets – net | - | - | |||||||
Deferred tax liability – unrealized gain on marketable securities | - | - | |||||||
Deferred income taxes – net | $ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||
2013 | 2012 | ||||||||
Expected income tax benefit | $ | 58,000 | $ | 48,000 | |||||
State income tax benefit, net of federal tax | 9,000 | 7,000 | |||||||
Total before valuation allowance | (67,000 | ) | ( 55,000 | ) | |||||
Change in valuation allowance | 67,000 | 55,000 | |||||||
Income tax benefit | $ | - | $ | - |
Note_1_Business_And_Summary_Of1
Note 1 - Business And Summary Of Significant Accounting Policies (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '4 years |
Allocated Share-based Compensation Expense | 10,326 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 80,765 |
Share-based Compensation, Amortization Expense, Next Twelve Months | 22,747 |
Share-based Compensation, Amortization Expense, Year Two | 22,747 |
Share-based Compensation, Amortization Expense, Year Three | 22,747 |
Share-based Compensation, Amortization Expense, Year Four | 12,524 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 0 |
Prior Period Reclassification Adjustment | $0 |
Note_2_Fair_Value_Measurements2
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Total Investments | $2,959,171 | $1,091,648 |
Marketable Securities - Including Related Party [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Marketable Securities | 957,252 | 15,778 |
Marketable Securities - Including Related Party [Member] | ' | ' |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Marketable Securities | 957,252 | 15,778 |
Non-Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Non-Marketable Securities - Related Party | 2,001,919 | ' |
Non-Marketable Securities [Member] | ' | ' |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Non-Marketable Securities - Related Party | 2,001,919 | 1,000,000 |
Non-Marketable Securities, Including Related Party [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Non-Marketable Securities - Related Party | ' | 1,075,870 |
Non-Marketable Securities, Including Related Party [Member] | ' | ' |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Non-Marketable Securities - Related Party | ' | 1,075,870 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Total Investments | 957,252 | 15,778 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Total Investments | ' | 1,075,870 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Note 2 - Fair Value Measurements (Details) - Fair Value Heirarchy [Line Items] | ' | ' |
Non-Marketable Securities - Related Party | 2,001,919 | ' |
Total Investments | $2,001,919 | $0 |
Note_2_Fair_Value_Measurements3
Note 2 - Fair Value Measurements (Details) - Investment Fair Value Using Significant Unobservable Inputs (Level 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Recent Round of Financing [Member] | Non-Marketable Securities [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Non-marketable Securities | $2,001,919 | ' |
Sale to Unrelated Third Parties, Market Comparable Analysis [Member] | Non-Marketable Securities, Including Related Party [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Non-marketable Securities | ' | 1,075,870 |
Non-Marketable Securities [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Non-marketable Securities | 2,001,919 | 1,000,000 |
Non-Marketable Securities, Including Related Party [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Non-marketable Securities | ' | $1,075,870 |
Note_2_Fair_Value_Measurements4
Note 2 - Fair Value Measurements (Details) - Transfers In/Out of Level 3 Assets Measure on Recurring Basis (Fair Value, Inputs, Level 3 [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value, Inputs, Level 3 [Member] | ' |
Note 2 - Fair Value Measurements (Details) - Transfers In/Out of Level 3 Assets Measure on Recurring Basis [Line Items] | ' |
Transfers into Level 3 | $1,000,000 |
Unrealized gain on investments | 1,001,919 |
Non-marketable Securities | $2,001,919 |
Note_3_Investments_Details
Note 3 - Investments (Details) (USD $) | Aug. 20, 2013 | Jan. 30, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 30, 2012 | Dec. 31, 2013 | Mar. 30, 2012 | Apr. 24, 2013 | Dec. 31, 2013 | Dec. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Common Stock [Member] | Salon Media Group Inc [Member] | Tango Me Inc [Member] | Tango Me Inc [Member] | Tango Me Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Flexi [Member] | Flexi [Member] | Flexi [Member] | Flexi [Member] | Truett-Hurst, Inc. [Member | ||||
Salon Media Group Inc [Member] | Series A Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock Purchase Under Warrants [Member] | Common Stock Purchase Under Warrants [Member] | Common Class A [Member] | Common Class A [Member] | |||||||||||
Note 3 - Investments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Owned, Balance, Shares (in Shares) | ' | ' | ' | 1,926,857 | ' | 468,121 | ' | ' | 843 | ' | 79,970 | ' | 78,000 | ' | ' | ' | 10,000 |
Share Price (in Dollars per share) | $1.20 | $0.20 | $0.30 | ' | ' | ' | $4.28 | $2.14 | ' | ' | ' | $0.45 | $0.16 | $0.11 | ' | ' | ' |
Investment Owned, at Cost | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized Gain (Loss) on Investments | ' | ' | ' | ' | 791,216 | ' | 1,001,919 | ' | ' | 28,789 | ' | ' | ' | ' | 3,900 | ' | 4,694 |
Investment Owned, at Fair Value | ' | ' | ' | ' | ' | ' | $2,001,919 | ' | ' | $35,987 | ' | $867,086 | ' | ' | $12,480 | $8,580 | ' |
Note_4_Related_Party_Transacti1
Note 4 - Related Party Transactions (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Aug. 20, 2013 | Jan. 30, 2013 | Mar. 31, 2012 | Dec. 30, 2013 | Jan. 02, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | ||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Due from Related Parties | $123,000 | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Description of Transaction | 'one | ' | ' | ' | ' | ' | ' |
Notes Payable, Related Parties, Current | 182,000 | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Rate | 7.75% | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | 230,000 | ' | ' | ' | ' | 230,000 | ' |
Stock Issued During Period, Value, New Issues | ' | $339,258 | ' | ' | ' | $131,429 | ' |
Share Price (in Dollars per share) | ' | ' | $1.20 | $0.20 | $0.30 | $1.75 | $1.75 |
Note_5_Note_Payable_Details
Note 5 - Note Payable (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 20, 2013 | Jan. 30, 2013 | |
Note 5 - Note Payable (Details) [Line Items] | ' | ' | ' | ' | ' |
Proceeds from Notes Payable | $1,000,000 | $87,501 | $1,000,000 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | ' | ' | ' |
Debt Default Interest Accrual | 10.00% | ' | ' | ' | ' |
Notes Payable | ' | 1,102,580 | 1,009,519 | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.000005 | ' | ' | ' | ' |
Warrants and Rights Outstanding | 56,188 | ' | 56,188 | ' | ' |
Debt Instrument, Face Amount | 1,000,000 | ' | ' | ' | ' |
Amortization Period | '5 years | ' | ' | ' | ' |
Accretion of Discount | ' | 5,560 | 4,214 | ' | ' |
Debt Instrument, Unamortized Discount | ' | 46,414 | ' | ' | ' |
Share Price (in Dollars per share) | $0.30 | ' | ' | $1.20 | $0.20 |
Fair Value Assumptions, Expected Term | '10 years | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | 4.84% | ' | ' | ' | ' |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ' | ' | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | 60.00% | ' | ' | ' | ' |
Warrants Issued and Outstanding (in Shares) | ' | 187,296 | ' | ' | ' |
Interest Payable | ' | -54,757 | ' | ' | ' |
William R. Hambrecht [Member] | ' | ' | ' | ' | ' |
Note 5 - Note Payable (Details) [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 7.75% | ' | ' | ' |
Notes Payable | ' | 182,000 | ' | ' | ' |
Interest Payable | ' | 10,120 | ' | ' | ' |
Security Agreement [Member] | ' | ' | ' | ' | ' |
Note 5 - Note Payable (Details) [Line Items] | ' | ' | ' | ' | ' |
Notes Payable | ' | $1,148,994 | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 187,296 | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 1 | ' | ' | ' | ' |
Note_5_Note_Payable_Details_Op
Note 5 - Note Payable (Details) - Options Outstanding (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Options Outstanding [Abstract] | ' |
Shares outstanding | 0 |
Granted March 31, 2012 | 187,296 |
Granted March 31, 2012 (in Dollars per share) | $0.00 |
Granted March 31, 2012 | 31-Mar-22 |
Shares outstanding | 187,296 |
Note_5_Note_Payable_Details_Sc
Note 5 - Note Payable (Details) - Scheduled Maturities of Notes Payable Outstanding (USD $) | Dec. 31, 2013 |
Note 5 - Note Payable (Details) - Scheduled Maturities of Notes Payable Outstanding [Line Items] | ' |
Notes Payable Year One | $182,000 |
Notes Payable Year Four | 1,148,994 |
Notes Payable Total | 1,330,994 |
William R. Hambrecht [Member] | ' |
Note 5 - Note Payable (Details) - Scheduled Maturities of Notes Payable Outstanding [Line Items] | ' |
Notes Payable Year One | 182,000 |
Notes Payable Total | 182,000 |
Excluding Related Parties [Member] | ' |
Note 5 - Note Payable (Details) - Scheduled Maturities of Notes Payable Outstanding [Line Items] | ' |
Notes Payable Year Four | 1,148,994 |
Notes Payable Total | $1,148,994 |
Note_6_Line_Of_Credit_Arrangem1
Note 6 - Line Of Credit Arrangement (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Line Of Credit Arrangement [Abstract] | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $350,000 | ' |
Line of Credit Facility, Interest Rate During Period | 7.75% | ' |
Line of Credit Facility, Amount Outstanding | 350,000 | 350,000 |
Line of Credit Facility, Periodic Payment, Interest | $27,125 | $28,388 |
Note_7_Income_Taxes_Details
Note 7 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Annual Limitation of Net Operating Loss Carryforwards | $49,000 | ' |
Income Tax Examination, Penalties and Interest Accrued | $0 | $0 |
Note_7_Income_Taxes_Details_Ta
Note 7 - Income Taxes (Details) - Tax Effects of Significant Items Comprising Deferred Income Taxes (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Tax Effects of Significant Items Comprising Deferred Income Taxes [Abstract] | ' | ' |
Operating loss carryforward | $809,000 | $761,000 |
Unrealized (gain) loss on marketable securities | -415,000 | 300,000 |
Less valuation allowance | ($394,000) | ($1,061,000) |
Note_7_Income_Taxes_Details_Ef
Note 7 - Income Taxes (Details) - Effective Income Tax Rate Reconciliation (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Effective Income Tax Rate Reconciliation [Abstract] | ' | ' |
Expected income tax benefit | $58,000 | $48,000 |
State income tax benefit, net of federal tax | 9,000 | 7,000 |
Total before valuation allowance | -67,000 | -55,000 |
Change in valuation allowance | $67,000 | $55,000 |
Note_8_Shareholders_Equity_Det
Note 8 - Shareholders' Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
Aug. 20, 2013 | Jan. 30, 2013 | Sep. 30, 2003 | Sep. 30, 2003 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2008 | |
January 30, 2013 Option Issuance [Member] | August 20, 2013 Option Issuance [Member] | Fractional Treasury [Member] | ||||||||
Note 8 - Shareholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock, Shares, Acquired | ' | ' | 745,536 | ' | ' | ' | ' | ' | ' | 699 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | ' | ' | $0.70 | $0.70 | $0.01 | $0.01 | ' | ' | ' | ' |
Treasury Stock, Value (in Dollars) | ' | ' | $521,875 | $521,875 | $522,574 | $522,574 | ' | ' | ' | ' |
' | ' | ' | 50.11% | ' | ' | ' | ' | ' | ' | |
Preferred Stock, Shares Authorized | ' | ' | ' | ' | 5,000,000 | 5,000,000 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | 187,296 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 70,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in Dollars per share) | $1.20 | $0.20 | ' | ' | ' | ' | $0.30 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price (in Dollars per share) | $1.20 | $0.20 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | '4 years | '6 years 120 days | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.10% | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 93.00% | 121.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | ' | ' | ' | ' | $10,326 | ' | ' | $3,208 | $7,118 | ' |
Note_9_Subsequent_Events_Detai
Note 9 - Subsequent Events (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Aug. 20, 2013 | Jan. 30, 2013 | Mar. 31, 2012 | Jan. 02, 2014 | Dec. 30, 2013 | Mar. 30, 2012 | Dec. 31, 2013 | Mar. 30, 2012 | |
Subsequent Event [Member] | Subsequent Event [Member] | Tango Me Inc [Member] | Tango Me Inc [Member] | Tango Me Inc [Member] | |||||
Series A Preferred Stock [Member] | |||||||||
Note 9 - Subsequent Events (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock (in Dollars) | $230,000 | ' | ' | ' | ' | $230,000 | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | ' | 131,429 | ' | ' | ' | ' |
Share Price | ' | $1.20 | $0.20 | $0.30 | $1.75 | $1.75 | ' | $4.28 | $2.14 |
Investment Owned, Balance, Shares (in Shares) | ' | ' | ' | ' | ' | ' | 468,121 | ' | ' |
Unrealized Gain (Loss) on Investments (in Dollars) | ' | ' | ' | ' | ' | ' | ' | $1,001,919 | ' |