Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 09, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | QUEST PATENT RESEARCH CORP | ||
Entity Central Index Key | 824416 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-13 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2013 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | No | ||
Entity Public Float | $1,517,285 | ||
Entity Common Stock, Shares Outstanding | 263,038,334 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ||
Cash and cash equivalents | $159 | $18,579 |
Investment in unconsolidated subsidiary | 10,516 | |
Accounts receivable | 4,218 | 5,816 |
Accounts receivable - affiliates | 5,295 | |
Total current assets | 20,188 | 24,395 |
Total Assets | 20,188 | 24,395 |
Current liabilities: | ||
Accounts payable and accrued expenses | 75,407 | |
Accrued officers' compensation | 3,815,103 | 3,071,205 |
10% Loans payable - Officers/Director | 79,490 | 79,490 |
10% Loans payable - third party | 138,000 | 138,000 |
Accrued Interest | 261,331 | 239,581 |
Total current liabilities | 4,369,331 | 3,528,276 |
Total liabilities | 4,369,331 | 3,528,276 |
Stockholders' Deficit: | ||
Preferred Stock - Par Value $.00003 - authorized 10,000,000 Shares - no shares issued and outstanding | ||
Common stock, par value $.00003; authorized 390,000,000 shares; shares issued and outstanding 233,038,334, for the years ended 2012, 2011, 2010, 2009 and 2008, respectively | 6,991 | 6,991 |
Additional paid-in capital | 9,572,279 | 9,551,279 |
Accumulated deficit | -13,931,134 | -13,064,810 |
Total Quest Patent Research Corporation deficit | -4,351,864 | -3,506,540 |
Non-controlling interest in subsidiary | 2,721 | 2,659 |
Total stockholders' deficit | -4,349,143 | 3,503,881 |
Total liabilities and stockholders' deficit | $20,188 | $24,395 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ||
Loans Payable To Officer Interest Rate Stated Percentage | 10.00% | 10.00% |
Loans Payable To Interest Rate Stated Percentage | 10.00% | 10.00% |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 390,000,000 | 390,000,000 |
Common stock, shares issued | 233,038,334 | 233,038,334 |
Common stock, shares outstanding | 233,038,334 | 233,038,334 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues | ||
Sales | $29,555 | $43,475 |
Patent service fees | 45,000 | 217,500 |
Total Revenue | 74,555 | 260,975 |
Cost of goods sold: | ||
Cost of sales | 10,449 | 15,975 |
Royalties | 11,617 | 61,564 |
Total Cost of Goods Sold | 22,066 | 77,539 |
Gross profit | 52,489 | 183,436 |
Operating expenses | ||
Selling, general and administrative expenses | 901,838 | 800,158 |
Total operating expenses | 901,838 | 800,158 |
Loss from operations | -849,349 | -616,722 |
Other expense | ||
Interest expense | -21,750 | -21,750 |
Total other expense | -21,750 | -21,750 |
Net loss | -871,099 | -638,472 |
Net loss attributable to non-controlling interest in subsidiaries | -62 | -2,672 |
Net loss attributable to Quest Patent Research Corporation | ($871,161) | ($641,144) |
Earnings (loss) per share Basic and Diluted | ($0.00) | ($0.00) |
Weighted average shares outstanding - Basic and Diluted | 233,038,334 | 233,038,334 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2011 | ($3,503,881) | $6,991 | $9,551,279 | ($12,423,666) | ($13) |
Begining balance, shere at Dec. 31, 2011 | 233,038,334 | ||||
Net loss | -638,472 | -641,144 | 2,672 | ||
Ending Balance at Dec. 31, 2012 | 3,503,881 | 6,991 | 9,551,279 | -13,064,810 | 2,659 |
Begining balance, shere at Dec. 31, 2012 | 233,038,334 | ||||
Deconsolidation of subsidiary | 4,837 | 4,837 | |||
Compensation expense relating to warrants/options | 21,000 | 21,000 | |||
Net loss | -871,099 | -871,161 | 62 | ||
Ending Balance at Dec. 31, 2013 | ($4,349,143) | $6,991 | $9,572,279 | ($13,931,134) | $2,721 |
Ending Balance, share at Dec. 31, 2013 | 233,038,334 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ||
Net loss | ($871,161) | ($641,144) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Deconsolidation of subsidiary | 4,837 | |
Earnings Attributable to Non-Controlling Interest | 62 | 2,672 |
Share-based compensation | 21,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | 1,598 | -4,341 |
Accounts receivable - affiliates | -5,295 | |
Accrued officers compensation | 743,898 | |
Accounts payable and accrued expenses | 97,157 | 619,150 |
Net cash used in operating activities | -7,904 | -23,663 |
Cash flows from investing activities: | ||
Cash sent to fund unconsolidated subsidiary | -10,516 | |
Net cash used in investing activities | -10,516 | |
Net decrease in cash and cash equivalents | -18,420 | -23,663 |
Cash and cash equivalents at beginning of year | 18,579 | 42,242 |
Cash and cash equivalents at end of year | 159 | 18,579 |
Non Cash Financing Activities Accrued salary capital contribution |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 12 Months Ended | ||
Dec. 31, 2013 | |||
Description of Business [Abstract] | |||
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS | ||
The Company is a Delaware corporation, incorporated on July 17, 1987 under the name Phase Out of America Inc. On September 24, 1997, the Company changed its name to Quest Products Corporation and on June 6, 2007, the Company changed its name to Quest Patent Research Corporation. During 2003, 2004, 2005, 2006 and 2007 the Company did not have any significant operations. The Company has been engaged in the intellectual property monetization business since 2008. | |||
As used herein, the “Company” refers to Quest Patent Research Corporation and its wholly and majority-owned and controlled operating subsidiaries unless the context indicates otherwise. All intellectual property acquisition, development, licensing and enforcement activities are conducted by the Company’s wholly and majority-owned and controlled operating subsidiaries. | |||
The Company is an intellectual property asset management company. Its principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company. The Company currently owns, controls or manages five intellectual property portfolios, which principally consist of patent rights. As part of its intellectual property asset management activities and in the ordinary course of our business, it has been necessary for the Company or the intellectual property owner who the Company represents to initiate, and it is likely to continue to be necessary to initiate, patent infringement lawsuits and engage in patent infringement litigation. The Company anticipates that its primary source of revenue will come from the grant of licenses to use its intellectual property, including licenses granted as part of the settlement of patent infringement lawsuits. The Company also generates revenue from management fees for managing intellectual property portfolios. | |||
Intellectual property monetization includes the generation of revenue and proceeds from patents and patented technologies and other intellectual property rights. Patent litigation is often a necessary element of intellectual property monetization where a patent owner, or a representative of the patent owner, seeks to protect its patent rights against the unlicensed manufacture, sale, and use of the owner’s patent rights or products which incorporate the owner’s patent rights. In general, the Company seeks to monetize the bundle of rights granted by the patents through structured licensing and when necessary enforcement of those rights through litigation. | |||
The Company has rights to the following five intellectual property portfolios: | |||
● | Mobile Data, which relates to the automatic update of information delivered to a mobile device without the need for manual refreshing. | ||
● | Financial Data, which relates to universal financial data system which allows its holder to use the device to access one or more accounts stored in the memory of the device as a cash payment substitute as well as to keep track of financial and transaction records and data. | ||
● | Rich Media, which relates to methods, systems, and processes that permit typical Internet users to design rich-media production content (i.e., rich-media applications), such as websites. | ||
● | Von Kohorn, which relates to online couponing, print-at-home boarding passes and tickets, online sweepstakes; including the promotion by television networks of online sweepstakes. | ||
● | TurtlePakTM, which relates to a cost effective, high-protection packaging system recommended for fragile items weighing less than ten pounds. | ||
Through December 31, 2013, the Company did not generate any revenue from the Mobile Data and Financial Data portfolios. The revenues from the TurtlePakTM intellectual property are from the sale of products utilizing the technology. | |||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Principles of consolidation and financial statement presentation | |||||||||
The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company and its wholly owned and majority owned subsidiaries as of December 31, 2013. | |||||||||
The consolidated financial statements include the accounts and operations of: | |||||||||
Quest Patent Research Corporation (“The Company”) | |||||||||
Quest Licensing Corporation (1) | |||||||||
Quest Packaging Solutions Corporation (90% owned) | |||||||||
Quest Nettech Corporation (wholly owned) | |||||||||
-1 | Quest Licensing Corporation was a wholly owned subsidiary of the Company through October 31, 2012 when 50% of its issued and outstanding shares were transferred to Allied Standard Limited (see NOTE 1). Subsequent to October 31, 2012, the Company did not include Quest Licensing Corporation in its consolidated financial statements since there are significant contingencies related to the control of Quest Licensing Corporation. | ||||||||
The operations of Wynn Technologies Inc. are not included in the Company’s consolidated financial statements as there are significant contingencies related to its control of Wynn Technologies Inc. | |||||||||
The Company accounts for Quest Licensing Corporation and Wynn Technologies, Inc. under the equity method whereby the investment accounts are increased for contributions by the Company plus its 50% and 60% shares of income, respectively, and reduced for distributions and its 50% and 60% shares of loses incurred, respectively, with the restriction whereby the account balances cannot go below zero. | |||||||||
Significant intercompany transaction and balances have been eliminated in consolidation. | |||||||||
Pro Forma Financial Information (unaudited) | |||||||||
The pro forma financial information set forth below is based upon our historical consolidated statements of operations for the years ended December 31, 2013 and 2012, adjusted to give effect to the deconsolidation of Quest Licensing as if it had occurred on January 1, 2012. | |||||||||
The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the deconsolidation occurred on January 1, 2012, nor does it purport to represent the results of future operations (in thousands): | |||||||||
Year Ended | |||||||||
31-Dec | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Statement of operations: | |||||||||
Revenue | $ | 74,555 | $ | 260,975 | |||||
Cost of goods sold | 22,066 | 77,539 | |||||||
Gross profit | 52,489 | 183,436 | |||||||
Selling, general and administrative expenses | (901,838 | ) | (789,342 | ) | |||||
Other expenses | (21,750 | ) | (21,750 | ) | |||||
Net loss | (871,099 | ) | (627,656 | ) | |||||
Net loss attributable to non-controlling interest in subsidiaries | (62 | ) | (2,672 | ) | |||||
Net loss attributable to Quest Patent Research Corporation | $ | (871,161 | ) | $ | (630,328 | ) | |||
Use of Estimates | |||||||||
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid investments with original maturity dates of three months or less when purchased, to be cash equivalents. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable are recorded at the invoiced amount. Any allowance for doubtful accounts is the Company’s best estimate of the amount of probable losses to the Company’s existing accounts receivable. No allowance for doubtful accounts was recorded for the year ended December 31, 2013. | |||||||||
Intangible Assets | |||||||||
Intangible assets consist of patents which are amortized using the straight-line method over their estimated useful lives or statutory lives whichever is shorter and are reviewed for impairment upon any triggering event that may give rise to the assets ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets. | |||||||||
Impairment of long-lived assets | |||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. | |||||||||
Fair value of financial instruments | |||||||||
Fair value is defined 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. A fair value hierarchy is used which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |||||||||
The fair value hierarchy based on the three levels of inputs that may be used to measure fair value are as follows: | |||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. | |||||||||
The carrying value reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and short-term borrowings approximate fair value due to the short-term nature of these items. | |||||||||
Revenue Recognition | |||||||||
Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable and, (iv) the collectability of amounts is reasonable assured. | |||||||||
License Service Fees | |||||||||
In general, revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company’s part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the minimum upfront payment for term agreement renewals. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectability is reasonably assured, or upon receipt of the minimum upfront fee for the term agreement renewals, and when all other revenue recognition criteria have been met. | |||||||||
Certain of the Company’s revenue arrangements provide for future royalties or additional required payments based on future licensee activities. Additional royalties are recognized in revenue upon resolution of the related contingency provided that all revenue recognition criteria, as described above, have been met. Amounts of additional royalties due under these license agreements, if any, cannot be reasonably estimated by management. | |||||||||
Amounts related to revenue arrangements that do not meet the revenue recognition criteria described above are deferred until the revenue recognition criteria are met. | |||||||||
The Company assesses the collectability of fees receivable based on a number of factors, including past transaction history and credit-worthiness of licensees. If it is determined that collection is not reasonably assured, the fee is recognized when collectability becomes reasonably assured, assuming all other revenue recognition criteria have been met, which is generally upon receipt of cash. | |||||||||
Packaging Sales | |||||||||
The Company’s packaging operation customers are end users. Revenues from packaging sales, less reserves for returns, are recognized upon shipment to the customer. | |||||||||
Research and development | |||||||||
Research and development costs are expensed as incurred. | |||||||||
Income Taxes | |||||||||
Deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been included in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse. | |||||||||
In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards. | |||||||||
The Company also follows the guidance related to accounting for income tax uncertainties effective November 1, 2007. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2013 and in the interim periods. | |||||||||
Share-based compensation | |||||||||
The Company accounts for share-based awards issued to employees and non-employees in accordance with Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation” effective February 1, 2006. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period , which is normally the vesting period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. | |||||||||
Prior to February 1, 2006 and as permitted by ASC 718, the Company accounted for their stock options in accordance with APB 25, “Accounting for Stock Issued to Employees.” Employee stock options are granted at or above the market price at dates of grant which does not require the Company to recognize any compensation expense. | |||||||||
The Company adopted ASC 718 (then SFAS123R) on February 1, 2006 using the modified prospective method. In accordance with such method, the consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of ASC 718. | |||||||||
Earnings (loss) per share | |||||||||
Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted earnings per share calculation. Because the Company incurred losses in all period covered by the financial statements, the diluted earnings per shares is the same as the basic earnings per share. | |||||||||
Concentration of credit risk | |||||||||
We maintain our cash in bank deposit accounts, which at times, may exceed federally insured limits. We have not experienced any such losses in these accounts. | |||||||||
Recently adopted accounting standards | |||||||||
Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition. | |||||||||
Warrants_and_Stock_Options
Warrants and Stock Options | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Warrants and Stock Options [Abstract] | |||||||||||||
WARRANTS AND STOCK OPTIONS | NOTE 3 – WARRANTS AND STOCK OPTIONS | ||||||||||||
Warrants | |||||||||||||
During March 2013, pursuant to the president’s employment agreement (see Note 7), the Company issued the president warrants to purchases 15,000,000 shares of common stock. The warrants vested immediately, have an exercise price of $0.004 and expire on March 1, 2018. | |||||||||||||
The Company valued the warrants at $21,000 using the Black-Scholes pricing model. Variables used in the valuation include (1) discount rate of 0.77%; (2) warrant life of 5 years; (3) expected volatility of 548% and (4) zero expected dividends. | |||||||||||||
During March 2010, the Company granted to its then chairman warrants to purchase 5,000,000 shares at a price of $0.004 per share, through March 1, 2015. The warrants expired unexercised. | |||||||||||||
A summary of the status of the Company's stock warrants and changes is set forth below: | |||||||||||||
Number of | Weighted | Weighted | |||||||||||
Warrants (#) | Average | Average | |||||||||||
Exercise | Remaining | ||||||||||||
Price ($) | Contractual | ||||||||||||
Life (Years) | |||||||||||||
Balance - December 31, 2011 | 60,000,000 | 0.0038 | 5.8 | ||||||||||
Granted | -- | ||||||||||||
Cancelled | -- | ||||||||||||
Expired | -- | ||||||||||||
Exercised | -- | ||||||||||||
Balance - December 31, 2012 | 60,000,000 | 0.0038 | 4.8 | ||||||||||
Granted | 15,000,000 | 0.004 | 5 | ||||||||||
Cancelled | -- | ||||||||||||
Expired | -- | ||||||||||||
Exercised | -- | ||||||||||||
Balance - December 31, 2013 | 75,000,000 | 0.0038 | 3.9 | ||||||||||
Warrants exercisable at end of year | 75,000,000 | ||||||||||||
Weighted average fair value of warrants granted during period | 0.0014 | ||||||||||||
Stock Options | |||||||||||||
A summary of the status of the Company's stock options and changes is set forth below: | |||||||||||||
Number of Options (#) | Weighted Average Exercise | Weighted Average Remaining Contractual Life (Years) | |||||||||||
Price ($) | |||||||||||||
Balance - December 31, 2011 | 15,000,000 | 0.0045 | 2.33 | ||||||||||
Granted | -- | ||||||||||||
Cancelled | -- | ||||||||||||
Expired | 5,000,000 | ||||||||||||
Exercised | -- | ||||||||||||
Balance - December 31, 2012 | 10,000,000 | 0.00175 | 1.5 | ||||||||||
Granted | -- | ||||||||||||
Cancelled | -- | ||||||||||||
Expired | 5,000,000 | 0.0025 | 0.25 | ||||||||||
Exercised | -- | ||||||||||||
Balance - December 31, 2013 | 5,000,000 | 0.001 | 1.75 | ||||||||||
No warrants or options were exercised in 2013. | |||||||||||||
Noncontrolling_Interest
Non-controlling Interest | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Non-controlling Interest [Abstract] | |||||||||
NON-CONTROLLING INTEREST | NOTE 4 – NON-CONTROLLING INTEREST | ||||||||
The following table reconciles equity attributable to the non-controlling interest related to Quest Packaging Solutions Corporation. | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Balance, beginning of year | $ | 2,659 | $ | (13 | ) | ||||
Net income (loss) attributable to non-controlling interest | $ | 62 | $ | 2,672 | |||||
Balance, end of year | $ | 2,721 | $ | 2,659 |
Income_Taxes
Income Taxes | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Taxes [Abstract] | |||||
INCOME TAXES | NOTE 5 – INCOME TAXES | ||||
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. As of December 31, 2013, the Company has generated approximately $7,568,737 of net operating loss (“NOL”) carry forwards which will expire in the years 2019 through 2034. Internal Revenue Code section 382 (“Section 382”) restricts the use of these net operating losses in future periods if the Company has a “substantial change in ownership” as defined by Section 382. The Company has had significant equity transactions in both the current and prior periods. Due to this equity activity and the restrictions resulting under Section 382, most of the Company’s NOLs may not be available to offset future taxable income. The Company has fully reserved the deferred tax asset resulting from the net operating loss carry forwards. | |||||
Deferred tax asset consisted primarily of the following: | |||||
December 31, | |||||
2013 | |||||
Net operating loss carry forward | $ | 3,027,200 | |||
Valuation allowance | $ | (3,027,200 | ) | ||
Total | $ | - |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS |
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. | |
The Company has at various times entered into transactions with related parties, including officers, directors and major shareholders, wherein these parties have provided services, advanced or loaned money, or both, to the Company needed to support its daily operations. The Company discloses all related party transactions. | |
During 2003, the Company received loans from Officers and Directors in the amount of $79,490. The loans are payable on demand plus accrued interest at 10% per annum. | |
As of fiscal year ended December 31, 2013, the balance of Notes Payable to Related Parties was $79,490, and accrued interest on those notes was $89,594. | |
See Notes 7 and 8 with respect to employment and termination agreements with officers and directors and the cancellation of debt to officers and directors. | |
During 2013, the Company contracted with an entity owned by the chief technology officer for the provision of information technology services to the Company. In 2013, the cost of these services was approximately $1,500. | |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2013 | |
Commitments [Abstract] | |
Commitments | NOTE 7 – COMMITMENTS |
On March 1, 2008, the Company entered into an employment agreement with its then chairman, pursuant to which the Company employed the chairman for a period of seven years, at an annual salary of $200,000. Pursuant to the employment agreement, the Company issued the chairman seven-year warrants to purchase an aggregate of 5,000,000 shares of common stock at an exercise price of $0.004 per share. The warrants vested upon the date of the execution of the employment agreement. See Note 8 with respect to the termination of the former chairman’s employment agreement. | |
On March 1, 2008, the Company entered into an employment agreement with its then chief executive officer, who was also chief financial officer and treasurer, for a period of ten years for an annual salary of $250,000. The chief executive officer is eligible for an annual bonus of 10% of the Company’s consolidated income before taxes. Pursuant to the employment agreement, the Company issued him ten-year warrants to purchase 5,000,000 shares of common stock at $0.004 per share. The warrants vested upon the date of the execution of the employment agreement. The agreement provides that the Company will provide the chief executive officer with a full-size vehicle when it is financially able to do so, and a laptop computer and phone. The agreement also includes a severance provision whereby, if the Company terminates chief executive officer’s employment other than for cause, the Company is to pay the chairman severance compensation equal to three times his average annual compensation for the five years prior to termination and reimbursement of his COBRA expenses. See Note 8 with respect to the termination of the former chief executive officer’s employment agreement. | |
On March 1, 2008, the Company entered into an employment agreement with our current president and chief executive officer who, at the time of the agreement, was its president and chief operating officer, for a period of ten years, subject to renewal, for an annual salary of $300,000. He is eligible for an annual bonus of 15% of consolidated income before taxes, as well as a contingent bonus of 20% of net income before taxes on the occurrence of certain events related to the Company’s assets, as established in the agreement. Pursuant to the agreement, the Company issued the president ten-year warrants to purchase 15,000,000 shares of common stock at an exercise price of $0.004 per share, which vested upon execution of the employment agreement, and agreed to issue to the president on the third anniversary of the date of execution of his employment agreement, seven-year warrants to purchase 30,000,000 shares of common stock at an exercise price of $0.004 per share, which the Company issued in 2011 and which vested on issuance, and the Company agreed to issue to the president on the fifth anniversary of the execution of his employment agreement, five-year warrants to purchase 15,000,000 shares of common stock at an exercise price of $0.004 per share, which the Company issued in 2013 and which vested on issuance. The agreement provides that the Company will provide the president with a full-size vehicle when it is financially able to do so, and a laptop computer and phone. The agreement also includes a severance provision whereby, if the Company terminates the president’s employment other than for cause, the Company is to pay severance compensation equal to three times his average annual compensation for the three years prior to termination and reimbursement of his COBRA expenses. See Note 8 with respect to an amendment and restatement of the president’s employment agreement. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS |
In March 2014, the Company entered in to contingent representation agreement with a law firm for representation on a structured licensing program, including litigation if necessary, for the Mobile Data Portfolio. Under the terms of the agreement, the law firm receives an agreed upon percentage of net recoveries as defined in the agreement. Through April 9, 2015, the Company did not realize any net recoveries from the Mobile Data Portfolio. | |
In March 2014, the Company entered into a funding agreement whereby a third party agreed to provide funds to the Company to enable the Company to implement a structured licensing program, including litigation if necessary, for the Mobile Data Portfolio. Under the agreement, the third party receives an interest in the proceeds from the program, and the Company has no other obligation to the third party. Through March 8, 2015 the third party has provided funds in the amount of approximately $970,000 of which approximately $590,000 has been paid to litigation counsel and other third parties and $380,000 has been paid to the Company in conjunction with the litigation against parties which the Company believes are infringing on its intellectual property. | |
In April 2014, the Company entered into an agreement with Allied Standard Limited, which holds an interest in the Quest Licensing Corporation, whereby Allied relinquished certain rights under the existing agreement, including its entitlement to a 50% interest in our Quest Licensing subsidiary, in exchange for the Company’s commitment to fund a structured licensing program for the Mobile Data Portfolio. | |
On October 10, 2014, the Company entered into a separation agreement and mutual general release with its former chairmen whereby the former chairman forgave all loans, accrued interest, accrued salary, accrued benefits and released us from any claim to any compensation and benefits, accrued or otherwise, under any agreement or purported agreement, including his employment agreement dated March 1, 2008. The Company agreed that the former chairman would retain the warrants granted under the employment agreement dated March 1, 2008 and that the Company would pay the former chairman 3.25% of our net revenues, provided net revenues of the Company exceed $1,500,000, up to the aggregate amount of $250,000 with payments in any year not to exceed $125,000. All amounts owed to the former chairman under this agreement will be recorded as expense in the period in which they are earned. The total accrued compensation and other obligations waived by the former chairman was approximately $1,343,543. The warrants granted under the employment agreement dated March 1, 2008 expired unexercised on March 1, 2015. | |
On October 10, 2014, the Company entered into a separation agreement and mutual general release with its former chief executive officer, who was chief financial officer and treasurer, whereby the former chief executive officer forgave all loans, accrued interest, accrued salary, accrued benefits and released the Company from any claim to any compensation and benefits, accrued or otherwise, under any agreement or purported agreement, including the employment agreement dated March 1, 2008, at any time between the former chief executive officer and the Company. The Company agreed that the former chief executive officer would retain the warrants granted under the employment agreement dated March 1, 2008 and that the Company would pay the former chief executive officer 3.25% of the Company’s net revenues, provided that its net revenues exceed $1,500,000, up to the aggregate amount of $700,000 with payments in any year not to exceed $300,000. All amounts owed to the former CEO under this agreement will be recorded as expense in the period in which they are earned. The total accrued compensation and other obligations waived by the former chief executive officer was approximately $1,667,350. | |
On October 30, 2014, the Company entered into a restated employment agreement with its president and chief executive officer (who was formerly its president and chief operating officer), which was superseded by a restated employment agreement dated as of November 30, 2014. Pursuant to the restated employment agreement, the Company agreed to employ him as president and chief executive officer for a term of three years, commencing January 1, 2014, and continuing on a year-to-year basis unless terminated by either party on not less than 90 days’ notice prior to the expiration of the initial term or any one-year extension. The agreement provides for an annual salary of $252,000, which may be increased, but not decreased, by the board or the compensation committee. The chief executive officer is entitled to a bonus if the Company meets or exceeds performance criteria established by the compensation committee. The chief executive officer is also eligible to participate in any executive incentive plans which the Company may adopt. The Company also agreed to issue to the chief executive officer warrants to purchase 60,000,000 shares, representing the warrants that had been previously covered in his prior employment agreement but which had never been issued, and the Company issued to the chief executive officer a restricted stock grant for 30,000,000 shares which vested on January 15, 2015. As the 60,000,000 warrants were previously expensed when vested and still outstanding according to the old terms, this new issuance was deemed to have been a modification and any incremental expense in value will be expensed on the date of modification. The chief executive officer held the rights of a stockholder with respect to these shares, including the right to vote, subject to forfeiture in the event that the shares did not vest. In the event that the Company terminates the chief executive officer’s employment other than for cause or as a result of his death or disability, the Company will pay him severance equal to his salary for the balance of the term and, if he received a bonus for the previous year, an amount equal to that bonus, as well as continuation of his insurance benefits. The chief executive officer also waived accrued compensation of $1,167,705, representing his accrued salary for periods prior to January 1, 2014. The restated agreement also includes mutual releases between the chief executive officer and the Company. | |
On November 21, 2014 the Company received a notice of allowance from the United States Patent and Trademark Office on US Patent Application 12/617,373, a continuation application in the Mobile Data Portfolio. | |
In December 2014, settlements were reached with several defendants named by Quest NetTech in patent infringement suits brought against various entities in July 2014 in the U.S. District for the Eastern District of Texas. With respect to each defendant with whom settlement was reached, the parties entered into a mutual release. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||
Principles of consolidation and financial statement presentation | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Principles of consolidation and financial statement presentation | |||||||||
The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company and its wholly owned and majority owned subsidiaries as of December 31, 2013. | |||||||||
The consolidated financial statements include the accounts and operations of: | |||||||||
Quest Patent Research Corporation (“The Company”) | |||||||||
Quest Licensing Corporation (1) | |||||||||
Quest Packaging Solutions Corporation (90% owned) | |||||||||
Quest Nettech Corporation (wholly owned) | |||||||||
-1 | Quest Licensing Corporation was a wholly owned subsidiary of the Company through October 31, 2012 when 50% of its issued and outstanding shares were transferred to Allied Standard Limited (see NOTE 1). Subsequent to October 31, 2012, the Company did not include Quest Licensing Corporation in its consolidated financial statements since there are significant contingencies related to the control of Quest Licensing Corporation. | ||||||||
The operations of Wynn Technologies Inc. are not included in the Company’s consolidated financial statements as there are significant contingencies related to its control of Wynn Technologies Inc. | |||||||||
The Company accounts for Quest Licensing Corporation and Wynn Technologies, Inc. under the equity method whereby the investment accounts are increased for contributions by the Company plus its 50% and 60% shares of income, respectively, and reduced for distributions and its 50% and 60% shares of loses incurred, respectively, with the restriction whereby the account balances cannot go below zero. | |||||||||
Significant intercompany transaction and balances have been eliminated in consolidation. | |||||||||
Pro Forma Financial Information (unaudited) | Pro Forma Financial Information (unaudited) | ||||||||
The pro forma financial information set forth below is based upon our historical consolidated statements of operations for the years ended December 31, 2013 and 2012, adjusted to give effect to the deconsolidation of Quest Licensing as if it had occurred on January 1, 2012. | |||||||||
The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the deconsolidation occurred on January 1, 2012, nor does it purport to represent the results of future operations (in thousands): | |||||||||
Year Ended | |||||||||
31-Dec | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Statement of operations: | |||||||||
Revenue | $ | 74,555 | $ | 260,975 | |||||
Cost of goods sold | 22,066 | 77,539 | |||||||
Gross profit | 52,489 | 183,436 | |||||||
Selling, general and administrative expenses | (901,838 | ) | (789,342 | ) | |||||
Other expenses | (21,750 | ) | (21,750 | ) | |||||
Net loss | (871,099 | ) | (627,656 | ) | |||||
Net loss attributable to non-controlling interest in subsidiaries | (62 | ) | (2,672 | ) | |||||
Net loss attributable to Quest Patent Research Corporation | $ | (871,161 | ) | $ | (630,328 | ) | |||
Use of Estimates | Use of Estimates | ||||||||
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid investments with original maturity dates of three months or less when purchased, to be cash equivalents. | |||||||||
Accounts Receivable | Accounts Receivable | ||||||||
Accounts receivable are recorded at the invoiced amount. Any allowance for doubtful accounts is the Company’s best estimate of the amount of probable losses to the Company’s existing accounts receivable. No allowance for doubtful accounts was recorded for the year ended December 31, 2013. | |||||||||
Intangible Assets | Intangible Assets | ||||||||
Intangible assets consist of patents which are amortized using the straight-line method over their estimated useful lives or statutory lives whichever is shorter and are reviewed for impairment upon any triggering event that may give rise to the assets ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets. | |||||||||
Impairment of long-lived assets | Impairment of long-lived assets | ||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. | |||||||||
Fair value of financial instruments | Fair value of financial instruments | ||||||||
Fair value is defined 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. A fair value hierarchy is used which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |||||||||
The fair value hierarchy based on the three levels of inputs that may be used to measure fair value are as follows: | |||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. | |||||||||
The carrying value reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and short-term borrowings approximate fair value due to the short-term nature of these items. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable and, (iv) the collectability of amounts is reasonable assured. | |||||||||
License Service Fees | |||||||||
In general, revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company’s part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the minimum upfront payment for term agreement renewals. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectability is reasonably assured, or upon receipt of the minimum upfront fee for the term agreement renewals, and when all other revenue recognition criteria have been met. | |||||||||
Certain of the Company’s revenue arrangements provide for future royalties or additional required payments based on future licensee activities. Additional royalties are recognized in revenue upon resolution of the related contingency provided that all revenue recognition criteria, as described above, have been met. Amounts of additional royalties due under these license agreements, if any, cannot be reasonably estimated by management. | |||||||||
Amounts related to revenue arrangements that do not meet the revenue recognition criteria described above are deferred until the revenue recognition criteria are met. | |||||||||
The Company assesses the collectability of fees receivable based on a number of factors, including past transaction history and credit-worthiness of licensees. If it is determined that collection is not reasonably assured, the fee is recognized when collectability becomes reasonably assured, assuming all other revenue recognition criteria have been met, which is generally upon receipt of cash. | |||||||||
Packaging Sales | |||||||||
The Company’s packaging operation customers are end users. Revenues from packaging sales, less reserves for returns, are recognized upon shipment to the customer. | |||||||||
Research and development | Research and development | ||||||||
Research and development costs are expensed as incurred. | |||||||||
Income Taxes | Income Taxes | ||||||||
Deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been included in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse. | |||||||||
In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards. | |||||||||
The Company also follows the guidance related to accounting for income tax uncertainties effective November 1, 2007. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2013 and in the interim periods. | |||||||||
Share-based compensation | Share-based compensation | ||||||||
The Company accounts for share-based awards issued to employees and non-employees in accordance with Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation” effective February 1, 2006. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period , which is normally the vesting period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. | |||||||||
Prior to February 1, 2006 and as permitted by ASC 718, the Company accounted for their stock options in accordance with APB 25, “Accounting for Stock Issued to Employees.” Employee stock options are granted at or above the market price at dates of grant which does not require the Company to recognize any compensation expense. | |||||||||
The Company adopted ASC 718 (then SFAS123R) on February 1, 2006 using the modified prospective method. In accordance with such method, the consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of ASC 718. | |||||||||
Earnings (loss) per share | Earnings (loss) per share | ||||||||
Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted earnings per share calculation. Because the Company incurred losses in all period covered by the financial statements, the diluted earnings per shares is the same as the basic earnings per share. | |||||||||
Concentration of credit risk | Concentration of credit risk | ||||||||
We maintain our cash in bank deposit accounts, which at times, may exceed federally insured limits. We have not experienced any such losses in these accounts. | |||||||||
Recently adopted accounting standards | Recently adopted accounting standards | ||||||||
Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition. | |||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||
Sechedule of Pro Forma Financial Information (unaudited) | Year Ended | ||||||||
31-Dec | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Statement of operations: | |||||||||
Revenue | $ | 74,555 | $ | 260,975 | |||||
Cost of goods sold | 22,066 | 77,539 | |||||||
Gross profit | 52,489 | 183,436 | |||||||
Selling, general and administrative expenses | (901,838 | ) | (789,342 | ) | |||||
Other expenses | (21,750 | ) | (21,750 | ) | |||||
Net loss | (871,099 | ) | (627,656 | ) | |||||
Net loss attributable to non-controlling interest in subsidiaries | (62 | ) | (2,672 | ) | |||||
Net loss attributable to Quest Patent Research Corporation | $ | (871,161 | ) | $ | (630,328 | ) |
Warrants_and_Stock_Options_Tab
Warrants and Stock Options (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Warrant [Member] | |||||||||||||
Schedule of outstanding stock warrants and options | Number of | Weighted | Weighted | ||||||||||
Warrants (#) | Average | Average | |||||||||||
Exercise | Remaining | ||||||||||||
Price ($) | Contractual | ||||||||||||
Life (Years) | |||||||||||||
Balance - December 31, 2011 | 60,000,000 | 0.0038 | 5.8 | ||||||||||
Granted | -- | ||||||||||||
Cancelled | -- | ||||||||||||
Expired | -- | ||||||||||||
Exercised | -- | ||||||||||||
Balance - December 31, 2012 | 60,000,000 | 0.0038 | 4.8 | ||||||||||
Granted | 15,000,000 | 0.004 | 5 | ||||||||||
Cancelled | -- | ||||||||||||
Expired | -- | ||||||||||||
Exercised | -- | ||||||||||||
Balance - December 31, 2013 | 75,000,000 | 0.0038 | 3.9 | ||||||||||
Warrants exercisable at end of year | 75,000,000 | ||||||||||||
Weighted average fair value of warrants granted during period | 0.0014 | ||||||||||||
Option [Member] | |||||||||||||
Schedule of outstanding stock warrants and options | Number of Options (#) | Weighted Average Exercise | Weighted Average Remaining Contractual Life (Years) | ||||||||||
Price ($) | |||||||||||||
Balance - December 31, 2011 | 15,000,000 | 0.0045 | 2.33 | ||||||||||
Granted | -- | ||||||||||||
Cancelled | -- | ||||||||||||
Expired | 5,000,000 | ||||||||||||
Exercised | -- | ||||||||||||
Balance - December 31, 2012 | 10,000,000 | 0.00175 | 1.5 | ||||||||||
Granted | -- | ||||||||||||
Cancelled | -- | ||||||||||||
Expired | 5,000,000 | 0.0025 | 0.25 | ||||||||||
Exercised | -- | ||||||||||||
Balance - December 31, 2013 | 5,000,000 | 0.001 | 1.75 |
Noncontrolling_Interest_Tables
Non-controlling Interest (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Non-controlling Interest [Abstract] | |||||||||
Schedule of equity attributable to the non-controlling interest | December 31, | ||||||||
2013 | 2012 | ||||||||
Balance, beginning of year | $ | 2,659 | $ | (13 | ) | ||||
Net income (loss) attributable to non-controlling interest | $ | 62 | $ | 2,672 | |||||
Balance, end of year | $ | 2,721 | $ | 2,659 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Taxes [Abstract] | |||||
Schedule of Deferred Tax Assets | December 31, | ||||
2013 | |||||
Net operating loss carry forward | $ | 3,027,200 | |||
Valuation allowance | $ | (3,027,200 | ) | ||
Total | $ | - |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Statement of operations: | ||
Revenues | $74,555 | $260,975 |
Cost of goods sold | 10,449 | 15,975 |
Gross profit | 52,489 | 183,436 |
Selling, general and administrative expenses | 901,838 | 800,158 |
Other expenses | -21,750 | -21,750 |
Net loss | -871,099 | -638,472 |
Net loss attributable to non-controlling interest in subsidiaries | 62 | 2,672 |
Net loss | -871,161 | -641,144 |
Pro Forma [Member] | ||
Statement of operations: | ||
Revenues | 74,555 | 260,975 |
Cost of goods sold | 22,066 | 77,539 |
Gross profit | 52,489 | 183,436 |
Selling, general and administrative expenses | -901,838 | -789,342 |
Other expenses | -21,750 | -21,750 |
Net loss | -871,099 | -627,656 |
Net loss attributable to non-controlling interest in subsidiaries | -62 | -2,672 |
Net loss | ($871,161) | ($630,328) |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | 1 Months Ended |
Dec. 31, 2013 | Oct. 31, 2012 | |
Summary Of Significant Accounting Policies (Textual) | ||
Percentage of ultimate settlement with the relevant tax authority | 50.00% | |
Quest Packaging Solutions Corporation [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Ownership percentage | 90.00% | |
Allied Standard Limited [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Percentage of issued and outstanding shares | 50.00% | |
Quest Licensing Corporation [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Contribution percentage | 50.00% | |
Distribution percentage | 50.00% | |
Wynn Technologies [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Contribution percentage | 60.00% | |
Distribution percentage | 60.00% |
Warrants_and_Stock_Options_Det
Warrants and Stock Options (Details) (Warrant [Member], USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 01, 2015 | |
Warrant [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Beginning Balance | 60,000,000 | 60,000,000 | ||
Granted | 15,000,000 | |||
Cancelled | ||||
Expired | ||||
Exercised | ||||
Ending Balance | 75,000,000 | 60,000,000 | 60,000,000 | |
Beginning Balance, Weighted Average Exercise Price | $0.00 | $0.00 | $0.00 | |
Weighted Average Exercise Price, Granted | $0.00 | |||
Ending Balance, Weighted Average Exercise Price | $0.00 | $0.00 | $0.00 | $0.00 |
Warrants exercisable at end of year | 75,000,000 | |||
Weighted average fair value of warrants granted during period | $0.00 | |||
Beginning Balance, Weighted Average Remaining Contractual Life (Years) | 3 years 10 months 24 days | 4 years 9 months 18 days | 5 years 9 months 18 days | |
Granted, Weighted Average Remaining Contractual Life (Years) | 5 years |
Warrants_and_Stock_Options_Det1
Warrants and Stock Options (Details 1) (Option [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Option [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Beginning Balance | 10,000,000 | 15,000,000 |
Granted | ||
Cancelled | ||
Expired | 5,000,000 | 5,000,000 |
Exercised | ||
Ending Balance | 5,000,000 | 10,000,000 |
Beginning Balance, Weighted Average Exercise Price | $0.00 | $0.00 |
Ending Balance, Weighted Average Exercise Price | $0.00 | $0.00 |
Weighted average exercise price, Expired | $0.00 | |
Beginning Balance, Weighted Average Remaining Contractual Life (Years) | 1 year 6 months | 2 years 3 months 29 days |
Weighted Average Remaining Contractual Life (Years) | 3 months | |
Ending Balance, Weighted Average Remaining Contractual Life (Years) | 1 year 9 months | 1 year 6 months |
Warrants_and_Stock_Options_Det2
Warrants and Stock Options (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2010 | Mar. 31, 2008 | Dec. 31, 2011 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Warrant & stock option amount | $21,000 | ||||
Warrant [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Purchase of common shares | 5,000,000 | ||||
Exercise price | $0.00 | $0.00 | $0.00 | ||
Warrant & stock option amount | 21,000 | ||||
Discount Rate | 0.77% | ||||
Warrant & option life | 5 years | ||||
Expected Volatility Rate | 548.00% | ||||
Warrant expected dividends | $0 | ||||
Warrant [Member] | President [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Purchase of common shares | 15,000,000 | 30,000,000 | |||
Exercise price | $0.00 | ||||
Expiration Date | 1-Mar-18 |
Noncontrolling_Interest_Detail
Non-controlling Interest (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Equity attributable to noncontrolling interest [Abstract] | ||
Balance, beginning of year | $2,659 | ($13) |
Net loss attributable to non-controlling interest in subsidiaries | 62 | 2,672 |
Balance, end of year | $2,721 | $2,659 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2013 |
Income Taxes [Abstract] | |
Net operating loss carry forward | $3,027,200 |
Valuation allowance | -3,027,200 |
Total |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | Dec. 31, 2013 |
Income Taxes [Abstract] | |
Net operating loss | $7,568,737 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2003 | |
Related Party Transactions (Textual) | ||
Notes payable to related parties | $79,490 | |
Accrued interest | 89,594 | |
Provision of information technology services | 1,500 | |
Officers and Directors [Member] | ||
Related Party Transactions (Textual) | ||
Loan received from officers and directors | $79,490 | |
Percentage of loans payable | 10.00% |
Commitments_Details
Commitments (Details) (USD $) | 1 Months Ended |
Mar. 31, 2008 | |
Chairman | |
Commitments (Textual) | |
Term of agreement | 7 years |
Annual salary | $200,000 |
Chairman | Seven Year Warrant [Member] | |
Commitments (Textual) | |
Warrants issued to purchase of Common Stock | 5,000,000 |
Excercise price | $0.00 |
Chief Executive Officer [Member] | |
Commitments (Textual) | |
Term of agreement | 10 years |
Annual salary | 250,000 |
Annual bonus | 10.00% |
Chief Executive Officer [Member] | Ten Year Warrant [Member] | |
Commitments (Textual) | |
Warrants issued to purchase of Common Stock | 5,000,000 |
Excercise price | $0.00 |
President & Cheif operating officer [Member] | |
Commitments (Textual) | |
Term of agreement | 10 years |
Annual salary | $300,000 |
Annual bonus | 15.00% |
Contingent bonus | 20.00% |
President & Cheif operating officer [Member] | Seven Year Warrant [Member] | |
Commitments (Textual) | |
Warrants issued to purchase of Common Stock | 30,000,000 |
Excercise price | $0.00 |
President & Cheif operating officer [Member] | Ten Year Warrant [Member] | |
Commitments (Textual) | |
Warrants issued to purchase of Common Stock | 15,000,000 |
Excercise price | $0.00 |
President & Cheif operating officer [Member] | Five Year Warrant [Member] | |
Commitments (Textual) | |
Warrants issued to purchase of Common Stock | 15,000,000 |
Excercise price | $0.00 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||
Mar. 31, 2008 | Dec. 31, 2013 | Mar. 31, 2014 | Oct. 30, 2014 | Oct. 10, 2014 | Apr. 30, 2014 | |
Chief Executive Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Annual bonus | 10.00% | |||||
Annual salary | $250,000 | |||||
Term of agreement | 10 years | |||||
President [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Annual bonus | 15.00% | |||||
Annual salary | 300,000 | |||||
Term of agreement | 10 years | |||||
Warrant [Member] | President [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Vesting period | 1-Mar-18 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Funds provided by third party | 970,000 | |||||
Litigation fees | 590,000 | |||||
Litigation expense pertaining to intellectual property | 380,000 | |||||
Subsequent Event [Member] | Allied Standard Limited [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Ownership percentage | 50.00% | |||||
Subsequent Event [Member] | President [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Term of agreement | 3 years | |||||
Subsequent Event [Member] | Warrant [Member] | Chief Executive Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants issued | 60,000,000 | |||||
Annual salary | 252,000 | |||||
Total accrued compensation and other obligations | 1,167,705 | |||||
Term of agreement | 3 years | |||||
Restricted stock granted | 30,000,000 | |||||
Vesting period | 15-Jan-15 | |||||
Description of agreement | Pursuant to the restated employment agreement, the Company agreed to employ the chief executive officer as president and chief executive officer for a term of three years, commencing January 1, 2014, and continuing on a year-to-year basis unless terminated by either party on not less than 90 days' notice prior to the expiration of the initial term or any one-year extension. | |||||
Subsequent Event [Member] | Warrant [Member] | Former Chairman [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Annual bonus | 3.25% | |||||
Deferred compensation arrangement cash award granted | 1,500,000 | |||||
Annual salary | 250,000 | |||||
Deferred compensation arrangement individual maximum payments | 125,000 | |||||
Total accrued compensation and other obligations | 1,343,543 | |||||
Subsequent Event [Member] | Warrant [Member] | Former Chief Executive Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Annual bonus | 3.25% | |||||
Deferred compensation arrangement cash award granted | 1,500,000 | |||||
Annual salary | 700,000 | |||||
Deferred compensation arrangement individual maximum payments | 300,000 | |||||
Total accrued compensation and other obligations | $1,667,350 |