Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-12346 | |
Entity Registrant Name | IRONSTONE PROPERTIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-2829956 | |
Entity Address, Address Line One | 909 Montgomery Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94133 | |
City Area Code | 415 | |
Local Phone Number | 340-4766 | |
Title of 12(g) Security | Common Stock, $0.01 par value | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
ICFR Auditor Attestation Flag | false | |
Document Financial Statement Error Correction [Flag] | false | |
Entity Shell Company | false | |
Entity Public Float | $ 1,239,138 | |
Entity Common Stock, Shares Outstanding (in shares) | 3,472,491 | |
Auditor Name | N/A | |
Auditor Location | N/A | |
Auditor Firm ID | 9999 | |
Entity Central Index Key | 0000723269 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS: | ||
Cash | $ 0 | $ 2,595 |
Investments: | ||
Marketable securities | 859 | 3,300 |
Non-marketable securities | 3,439,881 | 4,663,898 |
Total assets | 3,440,740 | 4,669,793 |
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||
Accounts payable and accrued expenses | 105,016 | 37,652 |
Line of credit borrowings | 348,843 | 348,843 |
Interest payable line of credit | 3,782 | 15,477 |
Deferred income tax payable | 0 | 0 |
Total liabilities | 3,264,509 | 3,006,519 |
Stockholders' equity | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 25,000,000 shares authorized, of which 3,472,491 shares are issued and outstanding as of December 31, 2022 and 2,937,225 at December 31, 2021 | 34,725 | 34,725 |
Additional paid-in capital | 22,860,000 | 22,860,000 |
Additional paid-in capital - stock options | 706,123 | 459,314 |
Accumulated deficit | (22,931,121) | (21,564,277) |
Accumulated other comprehensive Income | 29,079 | 396,158 |
Stockholders' Equity before Treasury Stock | 698,806 | 2,185,920 |
Less: Treasury Stock, 745,536 shares, at cost | (522,574) | (522,574) |
Total stockholders' equity | 176,232 | 1,663,274 |
Total liabilities and stockholders' equity | 3,440,740 | 4,669,793 |
Nonrelated Party [Member] | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||
Note payable and accrued interest | 2,806,867 | 2,603,214 |
Related Party [Member] | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||
Note payable and accrued interest | 0 | 0 |
Interest payable - related party | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 0 |
Common Stock, Par or Stated Value Per Share (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) | 3,472,491 | 3,472,491 |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 3,472,491 | 3,472,491 |
Treasury Stock, Common, Shares (in shares) | 745,536 | 745,536 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Profit (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||||
Compensation - stock options | $ 62,209 | $ 124,418 | $ 246,808 | $ 246,808 |
Professional fees | 184 | 8,753 | 8,814 | 33,698 |
State and local taxes | 0 | 10,221 | 18,500 | 10,086 |
General and administrative expenses | 950 | 4,008 | 12,922 | 13,088 |
Total operating expenses | 63,343 | 147,400 | 287,044 | 303,680 |
Loss from operations | (63,343) | (147,400) | (287,044) | (303,680) |
Other expense: | ||||
Interest expense | (57,707) | (181,193) | (220,349) | (316,216) |
Net operating loss | (121,050) | (328,593) | (507,393) | (637,947) |
COMPREHENSIVE LOSS, NET OF TAX: | ||||
Net operating loss | (121,050) | (328,593) | (507,393) | (637,947) |
Holding gain (loss) arising during the period | (1,223,998) | (614,165) | (1,226,458) | (1,047,131) |
Deferred Income Tax | 0 | (318,306) | 0 | (318,306) |
Comprehensive profit (loss) | $ (1,345,048) | $ (624,452) | $ (1,733,851) | $ (1,366,772) |
Basic gain (loss) per share | ||||
Net operating loss per share (in dollars per share) | $ (0.04) | $ (0.12) | $ (0.19) | $ (0.25) |
Net comprehensive profit (loss) per share (in dollars per share) | $ (0.49) | $ (0.23) | $ (0.64) | $ (0.55) |
Weighted average shares outstanding (in shares) | 2,726,955 | 2,719,564 | 2,726,955 | 2,503,528 |
Related Party [Member] | ||||
Other expense: | ||||
Interest expense to related party | $ 0 | $ 0 | $ (18,050) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Comprehensive Deficit [Member] | Treasury Stock, Common [Member] | Total |
Balances (in shares) at Dec. 31, 2021 | 2,937,225 | (745,536) | |||
Balances at Dec. 31, 2021 | $ 29,372 | $ 22,051,589 | $ (19,801,346) | $ (522,574) | $ 1,757,041 |
Stock-based compensation | 246,808 | ||||
New stock issuance (in shares) | 535,266 | ||||
New stock issuance | $ 5,353 | 1,020,917 | |||
Unrealized gain | (318,307) | ||||
Deferred Income Tax | 318,306 | (318,306) | |||
Net operating loss | (1,366,844) | (637,947) | |||
Balances (in shares) at Dec. 31, 2022 | 3,472,491 | (745,536) | |||
Balances at Dec. 31, 2022 | $ 34,725 | 23,319,314 | (21,168,191) | $ (522,574) | 1,663,274 |
Stock-based compensation | 246,808 | ||||
Deferred Income Tax | 0 | ||||
Net operating loss | (1,733,851) | (507,393) | |||
Balances (in shares) at Dec. 31, 2023 | 3,472,491 | (745,536) | |||
Balances at Dec. 31, 2023 | $ 34,725 | $ 23,566,123 | $ (22,902,042) | $ (522,574) | $ 176,232 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net operating loss | $ (507,393) | $ (637,947) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 69,813 | 3,453 |
Deferred tax liability | (318,306) | |
Net cash used in operating activities | (437,580) | (952,800) |
Proceeds from issuance of notes payable | 1,310,548 | |
Principal payment of LOC | 0 | |
Paid in capital stock options | 246,808 | 246,808 |
Conversion of related party debt to new issue common stock | (442,495) | |
Issuance of new issue common stock | 5,353 | |
Additional paid in capital issuance of new issue common stock | 1,020,917 | |
Prior Period Adjustment to Retained Earnings | 0 | |
Net cash provided by financing activities | 434,985 | 937,858 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Marketable securities mark to market | (109,625) | |
Investment in non-marketable securities | (200,000) | |
Non-marketable securities mark to market | 296,446 | |
Net cash provided (used) by financing activities | 0 | (13,179) |
Net increase (decrease) in cash | (2,595) | (28,121) |
Cash at beginning of period | 2,595 | 30,716 |
Cash at end of period | 0 | 2,595 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 0 | 27,035 |
Cash paid during the period for state franchise taxes | 0 | 10,086 |
Supplemental noncash investing and financing activities: | ||
Deferred income taxes payable | 0 | 0 |
Share-Based Payment Arrangement, Option [Member] | Equity Incentive Plan [Member] | ||
Supplemental noncash investing and financing activities: | ||
Officer and director common stock options issued | 246,808 | 246,808 |
Related Party [Member] | ||
Changes in operating assets and liabilities: | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | (181,906) | |
Nonrelated Party [Member] | ||
Changes in operating assets and liabilities: | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | $ 188,176 | $ (1,021,367) |
Note 1 - Business and Summary o
Note 1 - Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and 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, 2023 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, 2023, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2020 2019 During the year ended December 31, 2023, the Company recognized and paid $1,035 of interest and penalties related to state income and franchise 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 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 has adopted ASU 2014-15. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the new standard on January 1, 2020. The adoption did not have a material impact on the Company’s financial statements. 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 Measurement
Note 2 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
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 Level 1 Level 2 Level 3 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: Level 1 Level 2 Level 3 Balance as of December 31, 2023 Investments: Publicly traded common stock $ 860 $ - $ - $ 860 Publicly traded options - - Private company common stock - - -3,239,881 3,239,881 Private company preferred stock - - 200,000 200,000 Total $ 860 $ - $ 3,439,881 $ 3,440,741 Level 1 Level 2 Level 3 Balance as of December 31, 2022 Investments: Publicly traded common stock $ 3,300 $ - $ - $ 3,300 Publicly traded options - - - - Private company common stock - - 4,463,898 4,463,898 Private company preferred stock - - 200,000 200,000 Total $ 3,300 $ - $ 4,663,898 $ 4,667,198 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, 2023 Valuation Technique Unobservable Inputs Private Company Preferred Stock $ 200,000 Purchase price June 10 and 16, 2022 Acquisition cost Private Company Common Stock $ 178,043 Price of June 2023 Round Recent Funding Round. Private Company Common Stock $ 3,061,838 valuation range $2.25bn Virtua Valuation Analysis. Fair Value as of December 31, 2022 Valuation Technique Unobservable Inputs Private Company Preferred Stock $ 200,000 Purchase price June 10 and 16, 2022 Acquisition cost Private Company Common Stock $ 160,942 MESE system valuation Big data technology "MESE" system. Private Company Common Stock $ 4,302,956 valuation average range $1.0bn to $1.5bn Big data technology "MESE" system. The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for fiscal years 2023 and 2022. 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. 12 Months Ended December 31, 2023 Balance as of December 31, 2022 $ 4,663,898 Unrealized loss on investments (1,224,017 ) Purchase of investment Balance as of December 31, 2023 $ 3,439,881 12 Months Ended December 31, 2022 Balance as of December 31, 2021 $ 4,960,344 Unrealized loss on investments (496,034 ) Purchase of investment 200,000 Dividend - return of capital (412 ) Balance as of December 31, 2022 $ 4,663,898 |
Note 3 - Investments
Note 3 - Investments | 12 Months Ended |
Dec. 31, 2023 | |
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. During 2018, TangoMe converted all Preferred stock to common stock. The Company’s TangoMe position was valued at $4,303,369 at December 31, 2022. Utilizing a valuation system from Virtua, Inc. with current available market data from TangoMe, Inc., resulted in a company valuation of $2.25bn which translates to a valuation of $3,061,838 as of December 31, 2023, resulting in a mark-down loss of $1,241,118 for the twelve months ended December 31, 2023. These are the primary significant unobservable inputs used in the fair value measurement of the Company’s investment. Buoy Health, Inc On March 17, 2021 the Company purchased 11,233 common shares of the private company Buoy Health, Inc. at $15.92 per share, totaling $178,824. During 2022, the investment was marked down $17,882 for the year ended December 31, 2022 reflecting market conditions. The total value of the investment was $160,938 at December 31, 2022. In July, 2023, the Buoy Health, Inc. sold additional shares at $15.85 per share. At that price, the total value of the Company’s investment was $178,043 as of December 31, 2023, resulting in a mark-up gain of $17,101 for the twelve months ended December 31, 2023. Arcimoto, Inc During fiscal year 2014 the Company purchased 37,000 shares of Arcimoto, Inc. series A-1 preferred stock for $100,011. The A-1 preferred stock was converted to common stock during 2017 prior to Arcimoto filing for its initial public offering. During 2017, prior to the initial public offering, there was a two The closing price on December 31, 2021 was $7.78 per share (pre-reverse split price), resulting in a stock holdings valuation of $575,720 and in-the-money options valuation of $28,598 at year-end 2021. During 2022 Arcimoto stock price declined throughout the year, from $7.78 on January 1, 2022 to $0.17 (pre-reverse stock split price) on December 31, 2022. On November 30, 2022, Arcimoto stock went through a 20:1 reverse stock split to enable the stock to continue trading on NASDAQ. Ironstone Properties sold its’ holdings in Arcimoto to cover operating expenses during 2022. The Company holds 1,000 Arcimoto common shares post 20:1 reverse split, at $0.859 per share, for a total value of $859 at December 31, 2023. The 250 (post reverse split) Arcimoto stock options have zero Aristotle, Inc On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Hambrecht, CEO at $19.85 per share totaling $100,000. On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000. The total valuation of the investment in Aristotle, Inc. for the year ending December 31, 2022 was $200,000. Given no material activity or transactions during 2023, there was no change in the valuation of the investment during the year. |
Note 4 - Related Party Transact
Note 4 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 4. RELATED PARTY TRANSACTIONS On March 10, 2021 William Hambrecht loaned Ironstone Group, Inc. $300,000 at 6.0% interest rate with a March 11, 2026 maturity. On May 27, 2022 William Hambrecht converted to common stock the entirety of the debt outstanding to him, including the aforementioned loans and related accrued interest owed by the Ironstone Properties, Inc. totaling $824,269 for 404,054 common shares of Ironstone Properties, Inc. at $2.04 per share. On June 6, 2022 Harold Bradley, Board of Director member Ironstone Properties Inc. purchased 121,212 common shares from Ironstone Properties Inc. at $1.65 per share, totaling $200,000. On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000. |
Note 5 - Note Payable
Note 5 - Note Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Long-Term Debt [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 annum, and had 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 Company was unable to meet its payment obligation by the prescribed deadline, therefore the interest rate stepped up to 10% and interest has been accrued using at the stepped up rate starting April 1, 2017. On November 30, 2022 the Company renewed its’ note for five five On May 27, 2022, William Hambrecht, CEO converted a total of $824,269 of debt and accrued interest for 404,054 shares of Ironstone Properties, Inc. common stock at a price of $2.04 per share. The scheduled maturities of notes payable outstanding as of December 31, 2023 are as follows: Open Total Notes payable $ 2,806,867 $ 2,806,867 Letter of Credit 348,843 348,843 Total $ 3,155,710 $ 3,155,710 |
Note 6 - Line of Credit Arrange
Note 6 - Line of Credit Arrangement | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Line of Credit Facility [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 |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 7. INCOME TAXES ASC 740, “ Income Taxes 2023 2022 Deferred tax asset - Operating loss carryforward $ 1,733,851 $ (1,150,237 ) Deferred tax liability – unrealized gain on marketable and non-marketable securities - Less valuation allowance - - Deferred income tax asset (liability) – net $ 816,451 $ 343,231 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, 2023 and 2022 are as follows: 2023 2022 Expected Federal income tax benefit (liability) $ 574,580 $ 241,550 State income tax benefit (liability) net of federal tax 241,871 101,681 Total before valuation allowance 816,451 343,231 Change in valuation allowance - - Income tax benefit (liability) $ 816,451 $ 343,231 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, 2023, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2018 2017 At December 31, 2023, the Company had approximately of net operating loss carryforwards resulting in a Federal deferred tax asset of $574,580 and a state tax asset of $241,871. It is possible that subsequent ownership changes may limit the utilization of these tax attributes. Approximately $xxx,xxx of the federal net operating loss carryforwards will expire in year 2024 through 2042. The remainder of the federal net operating loss carryforwards generated in 2018 and later have indefinite carryforward periods however are limited to 80% of taxable income in any given year. The California net operating loss carryforwards will expire in year 2028 through 2041. Given there is uncertainty as to whether the Company will be profitable in the future, the tax asset is not recognized during 2023. |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 8. STOCKHOLDERS EQUITY Common Stock The Company has 25,000,000 common equity shares authorized, and a total of 3,472,491 are issued and outstanding, including 745,536 common equity shares held in treasury. On June 6, 2022 Board of Director member Harold Bradley purchased 121,212 new issue common shares from the Company for a total of $200,000 at a price of $1.65 per share. 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, 2023 and 2022, the treasury shares are held by the Company. Preferred Stock The Company is authorized to issue up to five Stock-Based Compensation Ironstone recognized stock-based compensation expense of $246,808 during the year ended December 31, 2023. As of December 31, 2022, Ironstone had an aggregate of $79,790 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: $79,790 during fiscal year 2024. Stock Option Plans On April 29, 2021 the Company revised its 2013 Equity Incentive Plan. As of April 29, 2021, an additional 175,000 options were granted under the Plan, with an exercise price of $1.99 per share, which is based on the weighted average price for the trailing six-month average price and an illiquidity discount of 15%. The options vest straight line over three seven 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 .20 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, 2023 the Company recorded share based compensation expense related to stock options in the amount of $246,808. |
Note 9 - Net Income (Loss) per
Note 9 - Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2023 | |
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: Quarters Ended 12 months ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Numerator: Net Operating Loss $ (121,050 ) $ (328,593 ) $ (507,393 ) $ (637,947 ) Denominator: Weighted average shares outstanding - basic 2,726,955 2,719,564 2,726,955 2,503,528 Effect of dilutive potential shares 345,000 345,000 345,000 345,000 Shares outstanding - diluted 3,071,955 3,064,564 3,071,955 2,848,528 Net loss per share - basic $ (0.04 ) $ (0.12 ) $ (0.19 ) $ (0.25 ) Net loss per share - diluted $ (0.04 ) $ (0.11 ) $ (0.17 ) $ (0.22 ) Quarters Ended 12 months ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Numerator: Net Comprehensive Earnings $ (1,345,048 ) $ (624,452 ) $ (1,733,851 ) $ (1,366,772 ) Denominator: Weighted average shares outstanding - basic 2,726,955 2,719,564 2,726,955 2,503,528 Effect of dilutive potential shares 345,000 345,000 345,000 345,000 Shares outstanding - diluted 3,071,955 3,064,564 3,071,955 2,848,528 Net gain (loss) per share - basic $ (0.49 ) $ (0.23 ) $ (0.64 ) $ (0.55 ) Net gain (loss) per share - diluted $ (0.44 ) $ (0.20 ) $ (0.56 ) $ (0.48 ) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | None |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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. |
Investment, 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, 2023 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, 2023, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2020 2019 During the year ended December 31, 2023, the Company recognized and paid $1,035 of interest and penalties related to state income and franchise taxes in its statement of operations. |
Share-Based Payment Arrangement [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 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 has adopted ASU 2014-15. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the new standard on January 1, 2020. The adoption did not have a material impact on the Company’s financial statements. |
Liquidity [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 Measureme_2
Note 2 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Level 1 Level 2 Level 3 Balance as of December 31, 2023 Investments: Publicly traded common stock $ 860 $ - $ - $ 860 Publicly traded options - - Private company common stock - - -3,239,881 3,239,881 Private company preferred stock - - 200,000 200,000 Total $ 860 $ - $ 3,439,881 $ 3,440,741 Level 1 Level 2 Level 3 Balance as of December 31, 2022 Investments: Publicly traded common stock $ 3,300 $ - $ - $ 3,300 Publicly traded options - - - - Private company common stock - - 4,463,898 4,463,898 Private company preferred stock - - 200,000 200,000 Total $ 3,300 $ - $ 4,663,898 $ 4,667,198 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Fair Value as of December 31, 2023 Valuation Technique Unobservable Inputs Private Company Preferred Stock $ 200,000 Purchase price June 10 and 16, 2022 Acquisition cost Private Company Common Stock $ 178,043 Price of June 2023 Round Recent Funding Round. Private Company Common Stock $ 3,061,838 valuation range $2.25bn Virtua Valuation Analysis. Fair Value as of December 31, 2022 Valuation Technique Unobservable Inputs Private Company Preferred Stock $ 200,000 Purchase price June 10 and 16, 2022 Acquisition cost Private Company Common Stock $ 160,942 MESE system valuation Big data technology "MESE" system. Private Company Common Stock $ 4,302,956 valuation average range $1.0bn to $1.5bn Big data technology "MESE" system. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | 12 Months Ended December 31, 2023 Balance as of December 31, 2022 $ 4,663,898 Unrealized loss on investments (1,224,017 ) Purchase of investment Balance as of December 31, 2023 $ 3,439,881 12 Months Ended December 31, 2022 Balance as of December 31, 2021 $ 4,960,344 Unrealized loss on investments (496,034 ) Purchase of investment 200,000 Dividend - return of capital (412 ) Balance as of December 31, 2022 $ 4,663,898 |
Note 5 - Note Payable (Tables)
Note 5 - Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Open Total Notes payable $ 2,806,867 $ 2,806,867 Letter of Credit 348,843 348,843 Total $ 3,155,710 $ 3,155,710 |
Note 7 - Income Taxes (Tables)
Note 7 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2023 2022 Deferred tax asset - Operating loss carryforward $ 1,733,851 $ (1,150,237 ) Deferred tax liability – unrealized gain on marketable and non-marketable securities - Less valuation allowance - - Deferred income tax asset (liability) – net $ 816,451 $ 343,231 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2023 2022 Expected Federal income tax benefit (liability) $ 574,580 $ 241,550 State income tax benefit (liability) net of federal tax 241,871 101,681 Total before valuation allowance 816,451 343,231 Change in valuation allowance - - Income tax benefit (liability) $ 816,451 $ 343,231 |
Note 9 - Net Income (Loss) pe_2
Note 9 - Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Quarters Ended 12 months ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Numerator: Net Operating Loss $ (121,050 ) $ (328,593 ) $ (507,393 ) $ (637,947 ) Denominator: Weighted average shares outstanding - basic 2,726,955 2,719,564 2,726,955 2,503,528 Effect of dilutive potential shares 345,000 345,000 345,000 345,000 Shares outstanding - diluted 3,071,955 3,064,564 3,071,955 2,848,528 Net loss per share - basic $ (0.04 ) $ (0.12 ) $ (0.19 ) $ (0.25 ) Net loss per share - diluted $ (0.04 ) $ (0.11 ) $ (0.17 ) $ (0.22 ) |
Schedule of Comprehensive Earnings Per Share, Basic and Diluted [Table Text Block] | Quarters Ended 12 months ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Numerator: Net Comprehensive Earnings $ (1,345,048 ) $ (624,452 ) $ (1,733,851 ) $ (1,366,772 ) Denominator: Weighted average shares outstanding - basic 2,726,955 2,719,564 2,726,955 2,503,528 Effect of dilutive potential shares 345,000 345,000 345,000 345,000 Shares outstanding - diluted 3,071,955 3,064,564 3,071,955 2,848,528 Net gain (loss) per share - basic $ (0.49 ) $ (0.23 ) $ (0.64 ) $ (0.55 ) Net gain (loss) per share - diluted $ (0.44 ) $ (0.20 ) $ (0.56 ) $ (0.48 ) |
Note 1 - Business and Summary_2
Note 1 - Business and Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 1,035 |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 4 years |
Domestic Tax Jurisdiction [Member] | Internal Revenue Service (IRS) [Member] | |
Open Tax Year | 2018 2019 2020 2021 2022 |
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | |
Open Tax Year | 2017 2018 2019 2020 2021 2022 |
Note 2 - Fair Value Measureme_3
Note 2 - Fair Value Measurements - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, fair value | $ 3,440,741 | $ 4,667,198 |
Fair Value, Inputs, Level 1 [Member] | ||
Investments, fair value | 860 | 3,300 |
Fair Value, Inputs, Level 3 [Member] | ||
Investments, fair value | 3,439,881 | 4,663,898 |
Publicly Traded Common Stock [Member] | ||
Investments, fair value | 860 | 3,300 |
Publicly Traded Common Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investments, fair value | 860 | 3,300 |
Publicly Traded Common Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investments, fair value | 0 | |
Publicly Traded Common Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investments, fair value | 0 | |
Publicly Traded Options [Member] | ||
Investments, fair value | 0 | |
Publicly Traded Options [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investments, fair value | 0 | |
Publicly Traded Options [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investments, fair value | 0 | 0 |
Publicly Traded Options [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investments, fair value | 0 | 0 |
Private Company Common Stock [Member] | ||
Investments, fair value | 3,239,881 | 4,463,898 |
Private Company Common Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investments, fair value | (3,239,881) | 4,463,898 |
Private Company Preferred Stock [Member] | ||
Investments, fair value | 200,000 | 200,000 |
Private Company Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investments, fair value | 0 | |
Private Company Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investments, fair value | 0 | |
Private Company Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investments, fair value | $ 200,000 | $ 200,000 |
Note 2 - Fair Value Measureme_4
Note 2 - Fair Value Measurements - Investments Measured at Fair Value Using Significant Unobservable Inputs (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Private Company Preferred Stock [Member] | Valuation, Cost Approach [Member] | Purchase Price [Member] | ||
Investments, fair value | $ 200,000 | $ 200,000 |
Private Company Common Stock [Member] | Valuation, Cost Approach [Member] | Purchase Price [Member] | ||
Investments, fair value | 178,043 | 160,942 |
Private Company Common Stock [Member] | Valuation, Market Approach [Member] | Measurement Input, Quoted Price [Member] | ||
Investments, fair value | $ 3,061,838 | $ 4,302,956 |
Note 2 - Fair Value Measureme_5
Note 2 - Fair Value Measurements - Additional Information about Level 3 Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ 4,663,898 | $ 4,960,344 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Asset, Gain (Loss), Statement of Other Comprehensive Income or Comprehensive Income [Extensible Enumeration] | Holding gain (loss) arising during the period | Holding gain (loss) arising during the period |
Unrealized loss on investments | $ (1,224,017) | $ (496,034) |
Purchase of investment | 200,000 | |
Dividend - return of capital | (412) | |
Balance | $ 3,439,881 | $ 4,663,898 |
Note 3 - Investments (Details T
Note 3 - Investments (Details Textual) | 1 Months Ended | 12 Months Ended | |||||||||||
Jun. 16, 2022 USD ($) $ / shares shares | Jun. 10, 2022 USD ($) $ / shares shares | Mar. 17, 2021 USD ($) $ / shares shares | Oct. 02, 2015 $ / shares shares | Mar. 30, 2012 USD ($) $ / shares shares | Jul. 31, 2023 $ / shares | Dec. 31, 2018 $ / shares shares | Dec. 31, 2017 shares | Dec. 31, 2014 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Jan. 01, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Arcimoto, Inc. [Member] | |||||||||||||
Share Price | $ / shares | $ 7.78 | $ 0.17 | $ 7.78 | ||||||||||
Arcimoto, Inc. [Member] | Reverse Stock Split [Member] | |||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 2 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Investment Purchased, Shares | shares | 5,037 | ||||||||||||
Investment Purchased, Price Per Share | $ / shares | $ 19.85 | ||||||||||||
Payments to Acquire Investments | $ 100,000 | ||||||||||||
TangoMe, Inc, Series A Preferred Stock [Member] | |||||||||||||
Investment Owned, at Fair Value | $ 3,061,838 | $ 4,303,369 | |||||||||||
Investment Owned, Increase (Decrease) in Fair Value | 1,241,118 | ||||||||||||
Investment Owned, Increase (Decrease) in Fair Value | (1,241,118) | ||||||||||||
TangoMe, Inc, Series A Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||||
Investment Purchased, Shares | shares | 468,121 | ||||||||||||
Investment Purchased, Price Per Share | $ / shares | $ 2.14 | ||||||||||||
Investment Purchased, Value | $ 1,000,000 | ||||||||||||
Common Shares of Buoy Health, Inc [Member] | |||||||||||||
Investment Purchased, Shares | shares | 11,233 | ||||||||||||
Investment Purchased, Price Per Share | $ / shares | $ 15.92 | $ 15.85 | |||||||||||
Investment Owned, at Fair Value | $ 178,824 | 178,043 | 160,938 | ||||||||||
Investment Owned, Increase (Decrease) in Fair Value | 17,101 | (17,882) | |||||||||||
Investment Owned, Increase (Decrease) in Fair Value | (17,101) | 17,882 | |||||||||||
Arcimoto, Inc. Series A-1 Preferred Stock [Member] | |||||||||||||
Investment Purchased, Shares | shares | 37,000 | ||||||||||||
Payments to Acquire Investments | $ 100,011 | ||||||||||||
Options in Arcimoto, Inc [Member] | |||||||||||||
Investment Owned, at Fair Value | $ 0 | $ 28,598 | |||||||||||
Investment Owned, Balance, Shares | shares | 2,500 | 5,000 | 74,000 | 250 | |||||||||
Option Indexed to Issuer's Equity, Strike Price | $ / shares | $ 4.121 | $ 2.0605 | |||||||||||
Common Stock in Arcimoto, Inc [Member] | |||||||||||||
Investment Owned, at Fair Value | $ 859 | $ 575,720 | |||||||||||
Investment Owned, Balance, Shares | shares | 1,000 | ||||||||||||
Share Price | $ / shares | $ 0.859 | ||||||||||||
Preferred Stock in Aristotle [Member] | |||||||||||||
Investment Purchased, Shares | shares | 5,037 | 5,037 | |||||||||||
Investment Purchased, Price Per Share | $ / shares | $ 19.85 | $ 19.85 | |||||||||||
Investment Owned, at Fair Value | $ 100,000 | $ 100,000 | $ 200,000 |
Note 4 - Related Party Transa_2
Note 4 - Related Party Transactions (Details Textual) - USD ($) | Jun. 16, 2022 | Jun. 10, 2022 | Jun. 06, 2022 | May 27, 2022 | Dec. 31, 2023 | Mar. 10, 2021 |
Investment, Type [Extensible Enumeration] | Preferred Stock in Aristotle [Member] | |||||
Chief Executive Officer [Member] | ||||||
Investment Purchased, Shares | 5,037 | |||||
Investment Purchased, Price Per Share | $ 19.85 | |||||
Payments to Acquire Investments | $ 100,000 | |||||
Chief Executive Officer [Member] | Conversion of Debt into Common Stock [Member] | ||||||
Debt Conversion, Original Debt, Amount | $ 824,269 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 404,054 | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 2.04 | |||||
Chief Executive Officer [Member] | Loans Payable [Member] | ||||||
Debt Instrument, Face Amount | $ 300,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | |||||
Director [Member] | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | 121,212 | |||||
Shares Issued, Price Per Share (in dollars per share) | $ 1.65 | |||||
Stock Issued During Period, Value, New Issues | $ 200,000 | |||||
Investment Purchased, Shares | 5,037 | |||||
Investment Purchased, Price Per Share | $ 19.85 | |||||
Payments to Acquire Investments | $ 100,000 |
Note 5 - Note Payable (Details
Note 5 - Note Payable (Details Textual) - USD ($) | 12 Months Ended | |||||
Nov. 30, 2022 | May 27, 2022 | Mar. 31, 2012 | Dec. 31, 2022 | Dec. 31, 2023 | Apr. 01, 2017 | |
Proceeds from Notes Payable | $ 1,310,548 | |||||
Debt and Accrued Interest Converted to Common Stock [Member] | ||||||
Debt Conversion, Original Debt, Amount | $ 824,269 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 404,054 | |||||
Debt Conversion, Converted Instrument, Share Price | $ 2.04 | |||||
Debt Warrant [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 319,021 | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 2.04 | |||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Notes Payable, Other Payables [Member] | ||||||
Proceeds from Notes Payable | $ 1,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | 8% | 10% | |||
Debt Instrument, Interest Rate, Default Percentage | 10% | |||||
Debt Instrument, Term | 5 years | |||||
Long-Term Debt, Gross | $ 2,618,692 | $ 2,806,867 |
Note 5 - Note Payable - Schedul
Note 5 - Note Payable - Scheduled Maturities (Details) | Dec. 31, 2023 USD ($) |
Notes payable, open amount | $ 3,155,710 |
Notes payable | 3,155,710 |
Letter of Credit [Member] | |
Notes payable, open amount | 348,843 |
Notes payable | 348,843 |
Notes Payable, Other Payables [Member] | |
Notes payable, open amount | 2,806,867 |
Notes payable | $ 2,806,867 |
Note 6 - Line of Credit Arran_2
Note 6 - Line of Credit Arrangement (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:PrimeRateMember | |||||
Long-Term Line of Credit, Total | $ 348,843 | $ 348,843 | $ 348,843 | $ 348,843 | ||
Interest Expense, Debt | 57,707 | 181,193 | 220,349 | 316,216 | ||
First Republic Bank [Member] | Line of Credit [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 350,000 | $ 350,000 | ||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 7.75% | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.75% | |||||
Long-Term Line of Credit, Total | $ 348,843 | $ 348,843 | $ 348,843 | $ 348,843 | ||
Interest Expense, Debt | $ 27,035 | $ 27,160 |
Note 7 - Income Taxes (Details
Note 7 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Tax Assets, Net of Valuation Allowance | $ 816,451 | $ 343,231 |
Domestic Tax Jurisdiction [Member] | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 574,580 | |
Domestic Tax Jurisdiction [Member] | Internal Revenue Service (IRS) [Member] | ||
Open Tax Year | 2018 2019 2020 2021 2022 | |
State and Local Jurisdiction [Member] | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 241,871 | |
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | ||
Open Tax Year | 2017 2018 2019 2020 2021 2022 |
Note 7 - Income Taxes - Schedul
Note 7 - Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset - Operating loss carryforward | $ 1,733,851 | $ (1,150,237) |
Deferred tax liability – unrealized gain on marketable and non-marketable securities | 0 | |
Less valuation allowance | 0 | 0 |
Deferred income tax asset (liability) – net | $ 816,451 | $ 343,231 |
Note 7 - Income Taxes - Sched_2
Note 7 - Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Expected Federal income tax benefit (liability) | $ 574,580 | $ 241,550 |
State income tax benefit (liability) net of federal tax | 241,871 | 101,681 |
Total before valuation allowance | 816,451 | 343,231 |
Change in valuation allowance | 0 | 0 |
Income tax benefit (liability) | $ 816,451 | $ 343,231 |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||
Jun. 06, 2022 | Apr. 29, 2021 | Aug. 20, 2013 | Jan. 30, 2013 | Sep. 15, 2003 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2008 | Dec. 31, 2024 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||
Common Stock, Shares, Issued | 3,472,491 | 3,472,491 | 3,472,491 | 3,472,491 | 2,937,225 | ||||||||
Common Stock, Shares, Outstanding (in shares) | 3,472,491 | 3,472,491 | 3,472,491 | 3,472,491 | 2,937,225 | ||||||||
Treasury Stock, Common, Shares | 745,536 | 745,536 | 745,536 | 745,536 | |||||||||
Treasury Stock, Shares, Acquired | 745,536 | ||||||||||||
Shares Acquired, Average Cost Per Share | $ 0.7 | ||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 521,875 | $ 699 | |||||||||||
Treasury Stock, Acquired, Percentage of Outstanding Shares | 50.11% | ||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Share-Based Payment Arrangement, Expense | $ 62,209 | $ 124,418 | $ 246,808 | $ 246,808 | |||||||||
Equity Incentive Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 175,000 | 100,000 | 70,000 | ||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 1.99 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Illiquidity Discount | 15% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 7 years | ||||||||||||
Share Price | $ 2.34 | $ 1.2 | $ 0.2 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 1.99 | $ 1.2 | $ 0.2 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years | 4 years | 6 years 3 months 29 days | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.35% | 1.10% | 4% | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 185% | 93% | 121% | ||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||
Share-Based Payment Arrangement, Expense | $ 246,808 | ||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 79,790 | $ 79,790 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 4 years | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | Forecast [Member] | |||||||||||||
Share-Based Payment Arrangement, Expense | $ 79,790 | ||||||||||||
Director [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 121,212 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 200,000 | ||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 1.65 |
Note 9 - Net Income (Loss) pe_3
Note 9 - Net Income (Loss) per Share - Schedule of Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net operating loss | $ (121,050) | $ (328,593) | $ (507,393) | $ (637,947) |
Weighted average shares outstanding (in shares) | 2,726,955 | 2,719,564 | 2,726,955 | 2,503,528 |
Effect of dilutive potential shares (in shares) | 345,000 | 345,000 | 345,000 | 345,000 |
Shares outstanding - diluted (in shares) | 3,071,955 | 3,064,564 | 3,071,955 | 2,848,528 |
Net operating loss per share (in dollars per share) | $ (0.04) | $ (0.12) | $ (0.19) | $ (0.25) |
Net loss per share - diluted (in dollars per share) | $ (0.04) | $ (0.11) | $ (0.17) | $ (0.22) |
Note 9 - Net Income (Loss) pe_4
Note 9 - Net Income (Loss) per Share - Schedule of Comprehensive Income per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net Comprehensive Earnings | $ (1,345,048) | $ (624,452) | $ (1,733,851) | $ (1,366,772) |
Weighted average shares outstanding (in shares) | 2,726,955 | 2,719,564 | 2,726,955 | 2,503,528 |
Effect of dilutive potential shares (in shares) | 345,000 | 345,000 | 345,000 | 345,000 |
Shares outstanding - diluted (in shares) | 3,071,955 | 3,064,564 | 3,071,955 | 2,848,528 |
Net comprehensive profit (loss) per share (in dollars per share) | $ (0.49) | $ (0.23) | $ (0.64) | $ (0.55) |
Net gain (loss) per share - diluted (in dollars per share) | $ (0.44) | $ (0.2) | $ (0.56) | $ (0.48) |