Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 25, 2015 | |
Entity Registrant Name | IRONSTONE GROUP INC | |
Entity Central Index Key | 723269 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 2,191,689 | |
Entity Public Float | $974,964 | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | FALSE |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS: | ||
Cash | $25,817 | $242,443 |
Non-marketable securities | 2,674,677 | 2,001,919 |
Total assets | 3,012,781 | 3,201,614 |
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||
Line of credit borrowings | 350,000 | 350,000 |
Accounts payable and accrued expenses | 12,089 | 17,895 |
Advances for future stock issuance | 230,000 | |
Note payable, net of discount | 1,208,416 | 1,102,580 |
Note payable - related party | 182,000 | 182,000 |
Total liabilities | 1,776,730 | 1,892,595 |
Stockholders' equity | ||
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; 2,937,225 shares are issued and outstanding as of December 31, 2014 | 29,372 | 26,185 |
Additional paid-in capital | 21,819,668 | 21,564,850 |
Accumulated deficit | -21,839,094 | -21,580,341 |
Accumulated other comprehensive income | 1,748,679 | 1,820,899 |
1,758,625 | 1,831,593 | |
Less: Treasury Stock, 745,536 shares, at cost | -522,574 | -522,574 |
Total stockholders' equity | 1,236,051 | 1,309,019 |
Total liabilities and stockholders' equity | 3,012,781 | 3,201,614 |
Related Party [Member] | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||
Interest Payable | 24,225 | 10,120 |
Marketable Securities [Member] | ||
ASSETS: | ||
Marketable securities | 51,400 | 12,480 |
Marketable Securities Related Party [Member] | ||
ASSETS: | ||
Marketable securities | $260,887 | $944,772 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued shares (in shares) | 0 | 0 |
Preferred stock, outstanding shares (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 2,937,225 | 2,618,500 |
Common stock, outstanding (in shares) | 2,937,225 | 2,618,500 |
Treasury Stock, shares (in shares) | 745,536 | 745,536 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | ||
Professional fees | $73,524 | $41,408 |
State filing fee | 9,616 | 21,562 |
Amortization | 11,120 | 5,560 |
General and administrative | 28,549 | 11,290 |
Other expenses | -32,836 | |
Total operating expenses | 122,809 | 46,984 |
Loss from operations | -122,809 | -46,984 |
Other expense: | ||
Interest expense | -121,839 | -112,643 |
Interest expense to related party | -14,105 | -10,120 |
Net loss | -258,753 | -169,747 |
COMPREHENSIVE INCOME (LOSS), NET OF TAX: | ||
Net loss | -258,753 | -169,747 |
Unrealized holding gain (loss) arising during the period | -72,220 | 1,830,518 |
Comprehensive (loss) income | ($330,973) | $1,660,771 |
Basic and diluted loss per share | ||
Net loss per share (in dollars per share) | ($0.12) | ($0.09) |
Weighted average shares outstanding (in shares) | 2,189,889 | 1,872,964 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Total | Accumulated Other Comprehensive Income (Loss) [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Retained Earnings [Member] | Treasury Stock [Member] |
Balances at Dec. 31, 2012 | ($362,078) | ($9,619) | $21,554,524 | $26,185 | ($21,410,594) | ($522,574) |
Balances (in shares) at Dec. 31, 2012 | 2,618,500 | -745,536 | ||||
Stock-based compensation amortization | 10,326 | 10,326 | ||||
Unrealized holding gain (loss) arising during the period | 1,830,518 | 1,830,518 | ||||
Net loss | -169,747 | -169,747 | ||||
Issuance of common stock | 131,429 | |||||
Balances, December 31, 2014 (in shares) | -745,536 | |||||
Balances at Dec. 31, 2013 | 1,309,019 | 1,820,899 | 21,564,850 | 26,185 | -21,580,341 | -522,574 |
Balances (in shares) at Dec. 31, 2013 | 2,618,500 | -745,536 | ||||
Stock-based compensation amortization | 28,004 | 28,004 | ||||
Unrealized holding gain (loss) arising during the period | -72,220 | -72,220 | ||||
Net loss | -258,753 | -258,753 | ||||
Issuance of common stock (in shares) | 131,429 | |||||
Issuance of common stock | 230,000 | 228,686 | 1,314 | |||
Warrant exercise (in shares) | 187,296 | |||||
Warrant exercise | 1 | -1,872 | 1,873 | |||
Balances, December 31, 2014 (in shares) | 2,937,225 | -745,536 | ||||
Balances at Dec. 31, 2014 | $1,236,051 | $1,748,679 | $21,819,668 | $29,372 | ($21,839,094) | ($522,574) |
Balances (in shares) at Dec. 31, 2014 | 2,937,225 | -745,536 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($258,753) | ($169,747) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discount on notes payable | 11,120 | 5,560 |
Stock-based compensation amortization | 28,004 | 10,326 |
Pay-in-kind interest added to principal | 94,714 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | -5,806 | -18,709 |
Interest payable - related party | 14,105 | 8,136 |
Net cash used in operating activities | -116,616 | -164,434 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of marketable securities - related party | -37,002 | |
Purchase of non-marketable securities | -100,011 | |
Net cash used in investing activities | -100,011 | -37,002 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of note payable to related party | 123,000 | |
Proceeds from issuance of note payable | 87,501 | |
Proceeds for future common stock share purchase | 230,000 | |
Proceeds from exercise of warrant | 1 | |
Net cash provided from financing activities | 1 | 440,501 |
Net (decrease) increase in cash | -216,626 | 239,065 |
Cash at beginning of period | 242,443 | 3,378 |
Cash at end of period | 25,817 | 242,443 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 25,125 | 25,862 |
Cash paid during the period for taxes | 9,616 | 21,562 |
Supplemental noncash investing and financing activities: | ||
Net unrealized loss on marketable and non-marketable investments, net of tax | -72,220 | |
Conversion of advance to common stock | $230,000 |
Note_1_Business_and_Summary_of
Note 1 - Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
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, 2014 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 recent round of 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, 2014, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2011 forward for Federal and 2010 forward for California (with limited exceptions). | |
During the year ended December 31, 2014 and 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. The Company estimates the fair value of employee stock options and the right to purchase shares under the employee stock purchase plan using the Black-Scholes option-pricing model, in accordance with ASC Topic 718, “Stock-based Compensation”. | |
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. | |
Recent Accounting Pronouncements | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “ | |
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” | |
(“ASU 2014-15”). ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-15 will have on the Company’s consolidated financial statements. | |
In June 2014, the FASB issued ASU No. 2014-12, “ | |
Compensation - Stock Compensation | |
" ("ASU 2014-12"). ASU 2014-12 is intended to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11, | |
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists | |
(“ASU 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 was effective for the Company in the first quarter of fiscal 2014 and its adoption did not have an impact on the Company’s consolidated financial statements in the quarter ended September 30, 2014 | |
In February 2015, the FASB issued ASU No. 2015-02, | |
Amendments to the Consolidation Analysis, | |
which requires an entity to evaluate whether they should consolidate certain legal entities. The amendments in this update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. The Company is reviewing the applicability of this amendment. | |
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, 2014 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Fair Value Disclosures [Text Block] | 2. FAIR VALUE MEASUREMENTS | ||||||||||||||||
Fair value is defined under the Financial Accounting Standards Board (“FASB”) Accounting Standards Board (“ASC”) 820, “ | |||||||||||||||||
Fair Value Measurement and Disclosures | |||||||||||||||||
”. ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. 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 as follows: | |||||||||||||||||
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. | |||||||||||||||||
The carrying value of cash, accounts payable, accrued expenses, and interest payable approximate fair value given their short-term nature. The carrying value of the Company's notes payable approximate fair value based on time to maturity and prevailing interest rates. | |||||||||||||||||
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: | |||||||||||||||||
Balance as of | |||||||||||||||||
December 31, | |||||||||||||||||
Level 1 | Level 2 | Level 3 | 2014 | ||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 312,287 | $ | - | $ | - | $ | 312,287 | |||||||||
Private company preferred stock | - | - | 2,674,677 | 2,674,677 | |||||||||||||
Total | $ | 312,287 | $ | - | $ | 2,674,677 | $ | 2,986,964 | |||||||||
Balance as of | |||||||||||||||||
December 31, | |||||||||||||||||
Level 1 | Level 2 | Level 3 | 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 | |||||||||
The following tables 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 | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | Valuation Technique | Unobservable Inputs | |||||||||||||||
Private Company Preferred Stock | $ | 2,574,666 | Market approach | Third party transaction | |||||||||||||
Private Company Preferred Stock | $ | 100,011 | A recent round of financing | Third party transaction | |||||||||||||
Fair Value as of | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | Valuation Technique | Unobservable Inputs | |||||||||||||||
Private Company Preferred Stock | $ | 2,001,919 | A recent round of financing | Third party transaction | |||||||||||||
The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for fiscal years 2014 and 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. | |||||||||||||||||
Investments | |||||||||||||||||
Balance as of January 1, 2013 | $ | 1,000,000 | |||||||||||||||
Unrealized gain on investments | 1,001,919 | ||||||||||||||||
Balance as of December 31, 2013 | 2,001,919 | ||||||||||||||||
Purchases of investments | 100,011 | ||||||||||||||||
Unrealized gain on investments | 572,747 | ||||||||||||||||
Balance as of December 31, 2014 | $ | 2,674,677 | |||||||||||||||
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 2014 are attributed to the lack of observable inputs available for these securities beginning January 1, 2014. |
Note_3_Investments
Note 3 - Investments | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Investment [Text Block] | 3. INVESTMENTS |
TangoMe, Inc. | |
On March 30, 2012, the Company purchased 468,121 shares of Series A Preferred stock 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. For the year ended December 31, 2014, the Company recorded an unrealized gain of $572,747, bringing the total value of the investment in TangoMe, Inc. to $2,574,666 as of December 31, 2014. The fair value as of December 31, 2014 is based on a third party transaction, which is the primary significant unobservable input used in the fair value measurement of the Company's investment. Significant increases (decreases) in any subsequent transactions 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. For the year ended December 31, 2013 the Company recorded a related unrealized gain of $791,216 on the investment. This investment in common shares of Salon is valued at $0.13 per share, or $250,491, as of December 31, 2014. For the year ended December 31, 2014 the Company recorded a related unrealized loss of $616,596 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. This investment in common shares of Salon is valued at $0.13 per share, or $10,396, at December 31, 2014. For the year ended December 31, 2014, the Company recorded a related unrealized loss of $25,591 on the investment. | |
FlexiInternational Software, Inc. | |
The Company owns 78,000 shares of Flexi International Software stock. The investment in common shares of Flexi is valued at $0.15 and $0.16 per share, or $11,700 and $12,480 at December 31, | |
2014 and 2013, respectively. For the year ended December 31, 2014 the Company recorded a related unrealized loss of $780, and for the year ended December 31, 2013 an unrealized gain of $3,900. | |
Truett-Hurst | |
, Inc. | |
During fiscal year 2013 the Company purchased 10,000 shares of Truett-Hurst common stock. For the year ended December 31, 2014, the Company recorded a related unrealized loss of $2,000 on the investment. For the year ended December 31, 2013, the Company recorded an unrealized gain of $4,694. | |
Arcimoto, Inc. | |
During fiscal year 2014 the Company purchased 37,000 shares of Arcimoto, Inc. series A-1 preferred stock. For the year ended December 31, 2014, the Company valued this investment at its cost of $100,011. |
Note_4_Related_Party_Transacti
Note 4 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
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. | |
Ms. Elizabeth Hambrecht, Director, is currently the interim Chief Financial Officer of Salon Media Group, Inc. Ms. Hambrecht formerly served as former 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. | |
On December 31, 2014 the Company combined all the various notes payable, which were issued at various times to Mr. William R. Hambrecht, to one note for $182,000 at 7.75% interest, with a December 31, 2015 maturity. | |
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 of December 31, 2013, 131,429 shares of Ironstone’s Common Stock were sold at a share price of $1.75. Although dated in fiscal 2013, the purchase was finalized in fiscal 2014. The $230,000 received in fiscal 2013 was included in Advances for stock issuance in the Company's consolidated balance sheet as of December 31, 2013. |
Note_5_Note_Payable
Note 5 - Note Payable | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||
Debt Disclosure [Text Block] | 5. NOTE PAYABLE | ||||||||||||||||||||
On March 31, 2012, the Company received $1,000,000 from an unrelated third party and issued a related promissory note. The note carries an 8% interest rate, per annum, 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 this 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 amounts payable under the agreement as of December 31, 2014 were $1,243,708. | |||||||||||||||||||||
In connection with the note agreement, the Company also issued warrants to this third party to purchase 187,296 shares of the Company’s common stock, for total consideration of $1. 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, 2014, accretion of the note payable discount was $11,120 and the remaining unamortized balance was $35,294. On May 21, 2014 , the warrant for 187,296 shares was exercised and shares were issued. | |||||||||||||||||||||
Furthermore, during the year the Company extended the maturity date 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, 2015. The note payable carried a principal balance of $182,000 as of December 31, 2014 and 2013 with additional accrued interest of $24,225 and $10,120 respectively. | |||||||||||||||||||||
The scheduled maturities of notes payable outstanding as of December 31, 2014 are as follows: | |||||||||||||||||||||
2015 | 2016 | 2017 | Total | ||||||||||||||||||
Notes payable | $ | - | $ | - | $ | 1,243,708 | $ | 1,243,708 | |||||||||||||
Notes payable - related party | 182,000 | - | - | 182,000 | |||||||||||||||||
Total | $ | 182,000 | $ | - | $ | 1,243,708 | $ | 1,425,708 | |||||||||||||
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, 2014 | |
Notes to Financial Statements | |
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 plus 4.5% and is payable monthly. At December 31, 2014 and 2013, interest was being paid at a rate of 7.75%. 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 and is secured by all of the Company’s business assets. At December 31, 2014 and 2013, the outstanding balance under the line was $350,000. The total recorded interest expense on this note for the years ended December 31, 2014 and December 31 2013 was $27,125 and $27,125 respectively. The line of credit is pending renew with a proposed maturity date of February 17, 2020. |
Note_7_Income_Taxes
Note 7 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
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, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Deferred tax asset - Operating loss carryforward | $ | 885,000 | $ | 809,000 | |||||
Deferred tax liability – unrealized gain on marketable and non-marketable securities | (390,000 | ) | (415,000 | ) | |||||
Less valuation allowance | (495,000 | ) | (394,000 | ) | |||||
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, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Expected Federal income tax benefit | $ | 88,000 | $ | 58,000 | |||||
State income tax benefit, net of federal tax | 13,000 | 9,000 | |||||||
Total before valuation allowance | (101,000 | ) | ( 67,000 | ) | |||||
Change in valuation allowance | 101,000 | 67,000 | |||||||
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. As of December 31, 2014, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2011 forward for Federal and 2010 forward for California (with limited exceptions). | |||||||||
At December 31, 2014, the Company had approximately $2,428,094 of federal and $1,196,195 of state net operating loss carryforwards. It is possible that subsequent ownership changes may limit the utilization of these tax attributes. The federal net operating loss carryforwards will expire in year 2017 through 2034, whole the and California net operating loss carryforwards will expire in year 2015 through 2034. | |||||||||
The valuation allowance was $495,000 and $394,000 as of December 31, 2014 and December 31, 2013, respectively. The change in valuation allowance in fiscal 2014 and 2013 was an increase of $101,000 and a decrease of $667,000, respectively. |
Note_8_Stockholders_Equity
Note 8 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 8. STOCKHOLDERS’ EQUITY |
Common Stock | |
On January 2, 2014, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with new investors and existing investors (each, a “Share Purchaser” and, collectively, the “Share Purchasers”), pursuant to which, the Company issued and sold to such Share Purchasers 131,429 shares of the Company’s Common Stock, representing approximately 7% of Ironstone’s outstanding equity securities on the date of purchase, for an aggregate purchase price of $230,000. | |
On May 1, 2014, a third party exercised warrants for 187,296 shares of the Company’s Common Stock. As of September 30, 2014, the Company issued 187,296 shares from the warrant exercise to the third party. | |
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, 2014 and 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, 2014 and 2013. | |
Stock-Based Compensation | |
Ironstone recognized stock-based compensation expense of $28,004 during the year ended December 31, 2014. As of December 31, 2014, Ironstone had an aggregate of $64,126 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; $25,884 during fiscal year 2015; $25,884 during fiscal year 2016 and $12,358 during fiscal year 2017. | |
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, Exercise Price $.20, 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 following price and assumptions: Stock Price $1.20, Exercise Price $1.20, Time to Maturity 4.0 years, Risk-free Interest Rate 1.1%, Annualized Volatility 93%. | |
For the year ended December 31, 2014 the Company recorded share based compensation expense related to stock options in the amount of $1,282 on the 70,000 stock options issued January 30, 2013 and $26,772 on the stock options issued August 20, 2013. |
Note_9_Net_Income_Loss_Per_Sha
Note 9 - Net Income (Loss) Per Share | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Earnings Per Share [Text Block] | 9. NET INCOME (LOSS) PER SHARE | ||||||||
Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and dilutive potential common shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are composed of the incremental common shares issuable upon the exercise of stock options. The following is the computations of the basic and diluted net income per share and the anti-dilutive common stock equivalents excluded from the computations for the periods presented: | |||||||||
Years Ended | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Numerator: | |||||||||
Net loss | $ | (258,753 | ) | $ | (169,747 | ) | |||
Denominator: | |||||||||
Weighted average shares outstanding - basic | 2,189,889 | 1,872,964 | |||||||
Effect of dilutive potential shares | - | - | |||||||
Weighted average shares outstanding - diluted | 2,189,889 | 1,872,964 | |||||||
Net loss per share basic | $ | (0.12 | ) | $ | (0.09 | ) | |||
Net loss per share - diluted | $ | (0.12 | ) | $ | (0.09 | ) | |||
Anti-dilutive stock options and awards not included in net loss per share calculation | 170,000 | 170,000 |
Significant_Accounting_Policie
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Business Activities [Policy 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 Securities, Policy [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, 2014 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 recent round of 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, 2014, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2011 forward for Federal and 2010 forward for California (with limited exceptions). | |
During the year ended December 31, 2014 and 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. The Company estimates the fair value of employee stock options and the right to purchase shares under the employee stock purchase plan using the Black-Scholes option-pricing model, in accordance with ASC Topic 718, “Stock-based Compensation”. | |
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. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “ | |
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” | |
(“ASU 2014-15”). ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-15 will have on the Company’s consolidated financial statements. | |
In June 2014, the FASB issued ASU No. 2014-12, “ | |
Compensation - Stock Compensation | |
" ("ASU 2014-12"). ASU 2014-12 is intended to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11, | |
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists | |
(“ASU 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 was effective for the Company in the first quarter of fiscal 2014 and its adoption did not have an impact on the Company’s consolidated financial statements in the quarter ended September 30, 2014 | |
In February 2015, the FASB issued ASU No. 2015-02, | |
Amendments to the Consolidation Analysis, | |
which requires an entity to evaluate whether they should consolidate certain legal entities. The amendments in this update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. The Company is reviewing the applicability of this amendment. | |
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, 2014 | |||||||||||||||||
Notes Tables | |||||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Balance as of | ||||||||||||||||
December 31, | |||||||||||||||||
Level 1 | Level 2 | Level 3 | 2014 | ||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 312,287 | $ | - | $ | - | $ | 312,287 | |||||||||
Private company preferred stock | - | - | 2,674,677 | 2,674,677 | |||||||||||||
Total | $ | 312,287 | $ | - | $ | 2,674,677 | $ | 2,986,964 | |||||||||
Balance as of | |||||||||||||||||
December 31, | |||||||||||||||||
Level 1 | Level 2 | Level 3 | 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 | |||||||||
Fair Value Assets Measured on Recurring Basis Transfers in Out [Table Text Block] | Investments | ||||||||||||||||
Balance as of January 1, 2013 | $ | 1,000,000 | |||||||||||||||
Unrealized gain on investments | 1,001,919 | ||||||||||||||||
Balance as of December 31, 2013 | 2,001,919 | ||||||||||||||||
Purchases of investments | 100,011 | ||||||||||||||||
Unrealized gain on investments | 572,747 | ||||||||||||||||
Balance as of December 31, 2014 | $ | 2,674,677 | |||||||||||||||
Fair Value, Inputs, Level 3 [Member] | |||||||||||||||||
Notes Tables | |||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | Fair Value as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | Valuation Technique | Unobservable Inputs | |||||||||||||||
Private Company Preferred Stock | $ | 2,574,666 | Market approach | Third party transaction | |||||||||||||
Private Company Preferred Stock | $ | 100,011 | A recent round of financing | Third party transaction | |||||||||||||
Fair Value as of | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | Valuation Technique | Unobservable Inputs | |||||||||||||||
Private Company Preferred Stock | $ | 2,001,919 | A recent round of financing | Third party transaction |
Note_5_Note_Payable_Tables
Note 5 - Note Payable (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Notes Tables | |||||||||||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | 2015 | 2016 | 2017 | Total | |||||||||||||||||
Notes payable | $ | - | $ | - | $ | 1,243,708 | $ | 1,243,708 | |||||||||||||
Notes payable - related party | 182,000 | - | - | 182,000 | |||||||||||||||||
Total | $ | 182,000 | $ | - | $ | 1,243,708 | $ | 1,425,708 | |||||||||||||
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, 2014 | |||||||||
Notes Tables | |||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2014 | 2013 | |||||||
Deferred tax asset - Operating loss carryforward | $ | 885,000 | $ | 809,000 | |||||
Deferred tax liability – unrealized gain on marketable and non-marketable securities | (390,000 | ) | (415,000 | ) | |||||
Less valuation allowance | (495,000 | ) | (394,000 | ) | |||||
Deferred income taxes – net | $ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2014 | 2013 | |||||||
Expected Federal income tax benefit | $ | 88,000 | $ | 58,000 | |||||
State income tax benefit, net of federal tax | 13,000 | 9,000 | |||||||
Total before valuation allowance | (101,000 | ) | ( 67,000 | ) | |||||
Change in valuation allowance | 101,000 | 67,000 | |||||||
Income tax benefit | $ | - | $ | - |
Note_9_Net_Income_Loss_Per_Sha1
Note 9 - Net Income (Loss) Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Tables | |||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Years Ended | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Numerator: | |||||||||
Net loss | $ | (258,753 | ) | $ | (169,747 | ) | |||
Denominator: | |||||||||
Weighted average shares outstanding - basic | 2,189,889 | 1,872,964 | |||||||
Effect of dilutive potential shares | - | - | |||||||
Weighted average shares outstanding - diluted | 2,189,889 | 1,872,964 | |||||||
Net loss per share basic | $ | (0.12 | ) | $ | (0.09 | ) | |||
Net loss per share - diluted | $ | (0.12 | ) | $ | (0.09 | ) | |||
Anti-dilutive stock options and awards not included in net loss per share calculation | 170,000 | 170,000 |
Note_1_Business_and_Summary_of1
Note 1 - Business and Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Entity Information [Line Items] | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $0 | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |
Open Tax Year | 2014 |
Note_2_Fair_Value_Hierarchy_De
Note 2 - Fair Value Hierarchy (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Investments: | ||
Private company preferred stock | $2,674,677 | $2,001,919 |
Total | 2,986,964 | 2,959,171 |
Marketable Securities Including Related Party [Member] | ||
Investments: | ||
Marketable securities | 312,287 | 957,252 |
Non Marketable Securities [Member] | ||
Investments: | ||
Private company preferred stock | 2,674,677 | 2,001,919 |
Fair Value, Inputs, Level 1 [Member] | ||
Investments: | ||
Total | 312,287 | 957,252 |
Fair Value, Inputs, Level 1 [Member] | Marketable Securities Including Related Party [Member] | ||
Investments: | ||
Marketable securities | 312,287 | 957,252 |
Fair Value, Inputs, Level 3 [Member] | ||
Investments: | ||
Private company preferred stock | 2,674,677 | 2,001,919 |
Total | 2,674,677 | 2,001,919 |
Fair Value, Inputs, Level 3 [Member] | Non Marketable Securities [Member] | ||
Investments: | ||
Private company preferred stock | $2,674,677 | $2,001,919 |
Note_2_Investment_Fair_Value_U
Note 2 - Investment Fair Value Using Significant Unobservable Inputs (Level 3) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Investment Owned, at Fair Value | $2,674,677 | $2,001,919 |
Market Approach Valuation Technique [Member] | ||
Investment Owned, at Fair Value | 2,574,666 | 2,001,919 |
Recent Round of Financing [Member] | ||
Investment Owned, at Fair Value | $100,011 |
Note_2_Transfers_InOut_of_Leve
Note 2 - Transfers In/Out of Level 3 Assets Measured on Recurring Basis (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Balance as of January 1, 2013 | $2,001,919 | |
Unrealized gain on investments | 72,220 | |
Balance as of December 31, 2013 | 2,674,677 | |
Fair Value, Inputs, Level 3 [Member] | ||
Balance as of January 1, 2013 | 2,001,919 | 1,000,000 |
Unrealized gain on investments | 572,747 | 1,001,919 |
Balance as of December 31, 2013 | 2,674,677 | 2,001,919 |
Purchases of investments | $100,011 |
Note_3_Investments_Details_Tex
Note 3 - Investments (Details Textual) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 24, 2013 | Jan. 01, 2006 | Mar. 30, 2012 | |
Investment [Line Items] | |||||
Share Price | $1.75 | ||||
Unrealized Gain (Loss) on Investments | $72,220 | ||||
Investment Owned, at Fair Value | 2,674,677 | 2,001,919 | |||
Arcimoto Inc [Member] | Preferred Stock [Member] | |||||
Investment [Line Items] | |||||
Investment Owned, Balance, Shares | 37,000 | ||||
Investment Owned, at Fair Value | 100,011 | ||||
Flexi [Member] | Common Stock [Member] | |||||
Investment [Line Items] | |||||
Investment Owned, Balance, Shares | 78,000 | ||||
Share Price | $0.15 | $0.16 | |||
Unrealized Gain (Loss) on Investments | -780 | 3,900 | |||
Investment Owned, at Fair Value | 11,700 | 12,480 | |||
Salon Media Group Inc [Member] | Common Stock [Member] | |||||
Investment [Line Items] | |||||
Investment Owned, Balance, Shares | 1,926,857 | ||||
Share Price | $0.13 | $0.45 | |||
Unrealized Gain (Loss) on Investments | 616,596 | 791,216 | |||
Investment Owned, at Fair Value | 250,491 | 867,086 | |||
Salon Media Group Inc [Member] | Series C Preferred Stock [Member] | |||||
Investment [Line Items] | |||||
Investment Owned, Balance, Shares | 843 | ||||
Salon Media Group Inc [Member] | Common Stock Purchase Under Warrants [Member] | |||||
Investment [Line Items] | |||||
Investment Owned, Balance, Shares | 79,970 | ||||
Share Price | $0.13 | $0.45 | |||
Unrealized Gain (Loss) on Investments | -25,591 | 28,789 | |||
Investment Owned, at Fair Value | 10,396 | 35,987 | |||
Tango Me Inc [Member] | |||||
Investment [Line Items] | |||||
Unrealized Gain (Loss) on Investments | 572,747 | ||||
Investment Owned, at Fair Value | 2,574,666 | ||||
Tango Me Inc [Member] | Chief Executive Officer [Member] | Series A Preferred Stock [Member] | |||||
Investment [Line Items] | |||||
Investment Owned, Balance, Shares | 468,121 | ||||
Share Price | $2.14 | ||||
Investment Owned, at Cost | 1,000,000 | ||||
Unrealized Gain (Loss) on Investments | 1,001,919 | ||||
Investment Owned, at Fair Value | 2,001,919 | ||||
Truett-Hurst Inc [Member] | Common Stock [Member] | |||||
Investment [Line Items] | |||||
Investment Owned, Balance, Shares | 10,000 | ||||
Unrealized Gain (Loss) on Investments | ($2,000) | $4,694 |
Note_4_Related_Party_Transacti1
Note 4 - Related Party Transactions (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | |
Jan. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
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 | $230,000 | $131,429 | |
Share Price | $1.75 |
Note_5_Note_Payable_Details_Te
Note 5 - Note Payable (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | ||||
21-May-14 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | 2-May-14 | |
Debt Instrument [Line Items] | ||||||
Notes Payable | $1,208,416 | $1,102,580 | ||||
Proceeds from Notes Payable | 1,000,000 | 87,501 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 187,296 | 187,296 | ||||
Warrants and Rights Outstanding | 56,188 | |||||
Debt Instrument, Face Amount | 1,000,000 | |||||
Amortization Period | 5 years | |||||
Accretion of Discount | 11,120 | 5,560 | ||||
Debt Instrument, Unamortized Discount | 35,294 | |||||
Class of Warrant or Rights Exercised in Period | 187,296 | |||||
Default Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Default Interest Accrual | 10.00% | |||||
William R Hambrecht [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes Payable | 182,000 | 182,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 7.75% | |||||
Interest Payable | 24,225 | 10,120 | ||||
Security Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes Payable | $1,243,708 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 187,296 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1 |
Note_5_Scheduled_Maturities_of
Note 5 - Scheduled Maturities of Notes Payable Outstanding (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Notes payable | $1,243,708 | |
Notes payable | 1,425,708 | 1,330,994 |
Notes payable - related party | 182,000 | 182,000 |
Notes payable | 1,148,994 | |
William R Hambrecht [Member] | ||
Notes payable | 182,000 | 182,000 |
Notes payable - related party | 182,000 | 182,000 |
Excluding Related Parties [Member] | ||
Notes payable | 1,243,708 | |
Notes payable | 1,243,708 | 1,148,994 |
Notes payable | $1,148,994 |
Note_6_Line_of_Credit_Arrangem1
Note 6 - Line of Credit Arrangement (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2012 | |
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Long-term Line of Credit | $350,000 | $350,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | 350,000 | ||
Line of Credit Facility, Periodic Payment, Interest | $27,125 | $27,125 | |
Prime Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ||
Line of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.75% | 7.75% |
Note_7_Income_Taxes_Details_Te
Note 7 - Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||
Annual Limitation of Net Operating Loss Carryforwards | $49,000 | |
Deferred Tax Assets, Valuation Allowance | 495,000 | 394,000 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 101,000 | -667,000 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | -101,000 | 667,000 |
Domestic Tax Authority [Member] | ||
Income Tax Contingency [Line Items] | ||
Operating Loss Carryforwards | 2,428,094 | |
State and Local Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Operating Loss Carryforwards | $1,196,195 |
Note_7_Tax_Effects_of_Signific
Note 7 - Tax Effects of Significant Items Comprising Deferred Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax asset - Operating loss carryforward | $885,000 | $809,000 |
Deferred tax liability b unrealized gain on marketable and non-marketable securities | -390,000 | -415,000 |
Less valuation allowance | ($495,000) | ($394,000) |
Note_7_Effective_Income_Tax_Ra
Note 7 - Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Expected Federal income tax benefit | ($88,000) | ($58,000) |
State income tax benefit, net of federal tax | -13,000 | -9,000 |
Total before valuation allowance | -101,000 | -67,000 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $101,000 | ($667,000) |
Note_8_Stockholders_Equity_Det
Note 8 - Stockholders' Equity (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Jan. 02, 2014 | Sep. 15, 2003 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2008 | Aug. 20, 2013 | Jan. 30, 2013 | Sep. 30, 2014 | 2-May-14 | |
Preferred Stock, Shares Issued | 0 | 0 | |||||||
Stock Issued During Period, Shares, New Issues | 131,429 | ||||||||
Percent Ownership of CommonStock Outstanding | 7.00% | ||||||||
Proceeds from Issuance of Common Stock | $230,000 | $230,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 187,296 | 187,296 | |||||||
Treasury Stock, Shares, Acquired | 745,536 | ||||||||
Common Stock, Par or Stated Value Per Share | $0.70 | $0.01 | $0.01 | ||||||
Treasury Stock, Value | 521,875 | 522,574 | 522,574 | ||||||
Percentage Of Common Stock Repurchased | 50.11% | ||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 64,126 | ||||||||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 25,884 | ||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 25,884 | ||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 12,358 | ||||||||
Share Price | $1.75 | ||||||||
Employee Stock Option [Member] | |||||||||
Allocated Share-based Compensation Expense | 28,004 | ||||||||
Fractional Treasury [Member] | |||||||||
Treasury Stock, Value, Acquired, Cost Method | 699 | ||||||||
Equity Incentive Plan 2013 [Member] | |||||||||
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 | $1.20 | $0.20 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $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% | |||||||
August 20, 2013 [Member] | Equity Incentive Plan 2013 [Member] | |||||||||
Allocated Share-based Compensation Expense | 26,772 | ||||||||
January 30,2013 [Member] | Equity Incentive Plan 2013 [Member] | |||||||||
Allocated Share-based Compensation Expense | $1,282 |
Note_9_Basic_and_Diluted_Net_I
Note 9 - Basic and Diluted Net Income Per Share (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | ||
Net loss | ($258,753) | ($169,747) |
Denominator: | ||
Weighted average shares outstanding - basic (in shares) | 2,189,889 | 1,872,964 |
Weighted average shares outstanding - diluted (in shares) | 2,189,889 | 1,872,964 |
Net loss per share basic (in dollars per share) | ($0.12) | ($0.09) |
Net loss per share - diluted (in dollars per share) | ($0.12) | ($0.09) |
Anti-dilutive stock options and awards not included in net loss per share calculation (in shares) | 170,000 | 170,000 |