Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 28, 2013 | |
SUPPLEMENTAL DISCLOSURES | ' | ' |
Entity Registrant Name | 'KLEVER MARKETING INC | ' |
Entity Central Index Key | '0000866439 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 51,693,124 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $101,467 | $3,055 |
Total Current Assets | 101,467 | 3,055 |
Capitalized software development and licenses | 395,093 | 291,343 |
Office equipment | 3,350 | 2,084 |
Less accumulated depreciation | -915 | -319 |
Total Fixed Assets | 397,528 | 293,108 |
OTHER ASSETS | ' | ' |
Intangibles, net | 87,629 | 62,670 |
Total Other Assets | 87,629 | 62,670 |
TOTAL ASSETS | 586,624 | 358,833 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 293,103 | 525,589 |
Accrued liabilities | 51,850 | 1,024,777 |
Preferred stock dividends | 32,269 | 77,798 |
Related party notes payable | 7,400 | 11,450 |
Notes payable | 0 | 15,000 |
Total Current Liabilities | 384,622 | 1,654,614 |
Total Liabilities | 384,622 | 1,654,614 |
STOCKHOLDERS' EQUITY | ' | ' |
Common stock (par value $0.01), 250,000,000 shares authorized, 51,693,124 and 46,626,377 shares issued and outstanding, at September 30, 2013 and December 31, 2012, respectively. | 516,931 | 466,264 |
Treasury stock, 100,000 shares at September 30, 2013 and December 31, 2012. | -1,000 | -1,000 |
Paid in capital in excess of par value | 17,848,259 | 16,963,780 |
Retained deficit | -3,333,785 | -3,333,785 |
Deficit accumulated during development stage | -14,832,095 | -15,394,509 |
Total Stockholders' Equity (Deficit) | 202,002 | -1,295,781 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 586,624 | 358,833 |
Preferred Class A | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Convertible preferred stock | 1,195 | 1,122 |
Preferred Class B | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Convertible preferred stock | 905 | 851 |
Preferred Class C | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Convertible preferred stock | $1,592 | $1,496 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Convertible preferred stock - shares authorized | 2,000,000 | 2,000,000 |
Convertible preferred stock - shares outstanding | 369,179 | 346,910 |
Common stock par value | $0.01 | $0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 51,693,124 | 46,626,377 |
Common stock, shares outstanding | 51,693,124 | 46,626,377 |
Treasury stock shares | 100,000 | 100,000 |
Preferred Class A | ' | ' |
Convertible preferred stock - par value | $0.01 | $0.01 |
Convertible preferred stock - shares authorized | 150,000 | 150,000 |
Convertible preferred stock - shares issued | 119,455 | 112,249 |
Convertible preferred stock - shares outstanding | 119,455 | 112,249 |
Convertible preferred stock - liquidation preference | $3,171,818 | $2,918,474 |
Preferred Class B | ' | ' |
Convertible preferred stock - par value | $0.01 | $0.01 |
Convertible preferred stock - shares authorized | 125,000 | 125,000 |
Convertible preferred stock - shares issued | 90,535 | 85,075 |
Convertible preferred stock - shares outstanding | 90,535 | 85,075 |
Convertible preferred stock - liquidation preference | 1,571,803 | 1,446,275 |
Preferred Class C | ' | ' |
Convertible preferred stock - par value | $0.01 | $0.01 |
Convertible preferred stock - shares authorized | 200,000 | 200,000 |
Convertible preferred stock - shares issued | 159,189 | 149,586 |
Convertible preferred stock - shares outstanding | 159,189 | 149,586 |
Convertible preferred stock - liquidation preference | $1,072,975 | $987,268 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 207 Months Ended | ||
Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Statements Of Operations | ' | ' | ' | ' | ' |
REVENUES | $0 | $0 | $0 | $0 | $256,000 |
EXPENSES | ' | ' | ' | ' | ' |
Sales and marketing | 0 | 0 | 0 | 0 | 163,306 |
General and administrative | 86,429 | 98,229 | 266,420 | 307,757 | 12,483,944 |
Research and development | 837 | 828 | 7,462 | 4,182 | 4,785,388 |
Total Expenses | 87,266 | 99,057 | 273,882 | 311,939 | 17,432,638 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' | ' |
Other income | 0 | 0 | 0 | 0 | 685,751 |
Interest income | 0 | 0 | 0 | 0 | 19,152 |
Interest expense | 0 | -13,223 | -16,626 | -37,812 | -2,755,234 |
Forgiveness of debt | 0 | 0 | 818,708 | 0 | 1,285,663 |
Gain (loss) on sale of assets | 0 | 0 | -325 | 0 | 649,856 |
Litigation settlement | 35,360 | 0 | 35,360 | 0 | 35,360 |
Capital gain on sale of investments | 0 | 0 | 0 | 0 | 191,492 |
Total Other Income (Expense) | 35,360 | -13,223 | 837,117 | -37,812 | 112,040 |
NET INCOME (LOSS) BEFORE INCOME TAXES | -51,906 | -112,280 | 563,235 | -349,751 | -17,064,598 |
INCOME TAXES | -274 | -572 | -821 | -2,999 | -38,891 |
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS | -52,180 | -112,852 | 562,414 | -352,750 | -17,103,489 |
EXTRAORDINARY ITEM - TROUBLED DEBT RESTRUCTURING | 0 | 0 | 0 | 0 | 2,271,394 |
NET INCOME (LOSS) | ($52,180) | ($112,852) | $562,414 | ($352,750) | ($14,832,095) |
BASIC EARNINGS PER COMMON SHARE | $0 | $0 | $0.01 | ($0.01) | ' |
FULLY DILUTED INCOME (LOSS) PER COMMON SHARE | $0 | $0 | $0.01 | ($0.01) | ' |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC | 50,627,091 | 46,251,377 | 49,104,938 | 45,890,225 | ' |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - FULLY DILUTED | 50,627,091 | 46,251,377 | 71,577,660 | 45,890,225 | ' |
Statement_of_Stockholders_Defi
Statement of Stockholders' Deficit (USD $) | Preferred Stock | Common Stock | Treasury Stock | Capital in Excess of Par Value | Retained Deficit | Deficit Accumulated During Development Stage | Total |
Beginning Balance, Amount at Dec. 31, 2012 | $3,469 | $466,264 | ($1,000) | $16,963,780 | ($3,333,785) | ($15,394,509) | ($1,295,781) |
Beginning Balance, Shares at Dec. 31, 2012 | 346,910 | 46,626,377 | ' | ' | ' | ' | ' |
Common Stock issued for accounts payable, Amount | ' | 667 | ' | 4,672 | ' | ' | 5,339 |
Common Stock issued for accounts payable, Shares | ' | 66,747 | ' | ' | ' | ' | ' |
Issuance of common stock to settle debt obligations and for cash ( Note 5), Amount | ' | 12,000 | ' | 48,500 | ' | ' | 60,500 |
Issuance of common stock to settle debt obligations and for cash ( Note 5), Shares | ' | 1,200,000 | ' | ' | ' | ' | ' |
Common Stock issued for cash, Amount | ' | 27,750 | ' | 241,750 | ' | ' | 269,500 |
Common Stock issued for cash, Shares | ' | 2,775,000 | ' | ' | ' | ' | ' |
Common Stock issued for services, Amount | ' | 10,250 | ' | 59,000 | ' | ' | 69,250 |
Common Stock issued for services, Shares | ' | 1,025,000 | ' | ' | ' | ' | ' |
Accrued compensation forgiven by officers | ' | ' | ' | 404,250 | ' | ' | 404,250 |
Services contributed by officer | ' | ' | ' | 81,000 | ' | ' | 81,000 |
Preferred stock issued as dividends, Amount | 223 | ' | ' | 77,576 | ' | ' | 77,799 |
Preferred stock issued as dividends, Shares | 22,269 | ' | ' | ' | ' | ' | ' |
Accrual for preferred stock dividend | ' | ' | ' | -32,269 | ' | ' | -32,269 |
Net income | ' | ' | ' | ' | ' | 562,414 | 562,414 |
Ending Balance, Amount at Sep. 30, 2013 | $3,692 | $516,931 | ($1,000) | $17,848,259 | ($3,333,785) | ($14,832,095) | $202,002 |
Ending Balance, Shares at Sep. 30, 2013 | 369,179 | 51,693,124 | ' | ' | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | 207 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net income (loss) | $562,414 | ($352,750) | ($14,832,095) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' | ' |
Stock issued for general and administrative | 6,250 | 6,800 | 1,283,606 |
Stock issued for research and development | 0 | 0 | 62,850 |
Stock returned for services not rendered | 0 | 0 | -391,446 |
(Gain)/loss on sale/disposal of assets | 325 | 0 | -5,170 |
Compensation expense from stock options and warrants | 0 | 14,420 | 110,202 |
Stock issued for interest | 0 | 0 | 135,226 |
Stock issued for accounts payable | 0 | 0 | 243,458 |
Deferred income | 0 | 0 | -214,000 |
Depreciation and amortization | 11,411 | 222 | 1,927,664 |
Write-off bad debts | 0 | 0 | 15,000 |
Debt forgiveness | -818,708 | 0 | -993,533 |
Services contributed by officers | 81,000 | 0 | 141,000 |
Changes in operating assets and liabilities: | ' | ' | ' |
Decrease (Increase) in due from related parties | 0 | 0 | 62,281 |
(Increase) decrease in other assets and prepaids | 0 | 0 | 89,238 |
Increase (decrease) in accounts payable | 23,036 | 82,176 | 556,775 |
Increase (decrease) in accrued liabilities | -1,652 | 130,577 | 1,102,714 |
Net Cash Used by Operating Activities | -135,924 | -118,555 | -10,706,230 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Acquisition of equipment | -1,809 | -2,084 | -591,694 |
Capitalized software development costs | -40,750 | -100,223 | -310,693 |
Proceeds from sale of intangibles | 0 | 0 | 516,570 |
Intellectual property development costs | -35,555 | -33,448 | -100,726 |
Sale of stock | 0 | 0 | 12,375 |
Net Cash Used by Investing Activities | -78,114 | -135,755 | -474,168 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Stock deposit | 0 | 0 | 11,000 |
Stock subscription received | 0 | 0 | 23,000 |
Proceeds from capital stock issued | 316,500 | 84,500 | 8,051,201 |
Proceeds from loans | 0 | 3,000 | 3,518,202 |
Proceeds from related party loans | 13,450 | 0 | 24,900 |
Repayments on related party loans | -17,500 | 0 | -62,450 |
Change in line-of-credit | 0 | 0 | 4,837 |
Loan receivables | 0 | 0 | -15,000 |
Principal payments on lease obligations | 0 | 0 | -18,769 |
Cash payments on note payable | 0 | 0 | -279,730 |
Net Cash Provided by Financing Activities | 312,450 | 87,500 | 11,257,191 |
NET INCREASE (DECREASE) IN CASH | 98,412 | -166,810 | 76,793 |
CASH AT BEGINNING OF PERIOD | 3,055 | 177,873 | 24,674 |
CASH AT END OF PERIOD | 101,467 | 11,063 | 101,467 |
Cash Paid For: | ' | ' | ' |
Interest | 0 | 0 | 3,326 |
Income taxes | 100 | 0 | 2,041 |
Non-Cash Transactions from Investing and Financing Activities: | ' | ' | ' |
Common stock issued to pay accounts payable | 11,339 | 0 | ' |
Common stock issued to pay accrued liabilities | 7,500 | 0 | ' |
Common stock to be issued for capitalized software development | 63,000 | 0 | ' |
Accrued compensation forgiven by officers | 404,250 | 0 | ' |
Common stock returned to company to pay related party receivable | 0 | 16,100 | ' |
Accrual for preferred stock dividends payable with preferred shares | 32,269 | 98,290 | ' |
Preferred stock issued to pay dividends | $77,798 | $0 | ' |
1_BASIS_OF_FINANCIAL_STATEMENT
1. BASIS OF FINANCIAL STATEMENT PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION | ' |
The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its December 31, 2012 Annual Report on Form 10-K. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | |
The Company was organized under the laws of the State of Delaware in December 1989. The Company was in the development stage from 1989 to 1991. The Company was an operating company from 1992 to December 8, 1993 when it filed petitions for relief under Chapter 11 bankruptcy. The Company was inactive until July 5, 1996 when the Company merged with Klever Kart, Inc. in a reverse merger and changed its name to Klever Marketing, Inc. The Company has been in the development stage since the reverse merger occurred. | |
The Company was formed for the purpose of creating a vehicle to obtain capital, to file and acquire patents, to seek out, investigate, develop, manufacture, market and distribute an electronic shopping cart for in-store advertising, promotion and media content and retail shopper services, which have potential for profit. |
2_SIGNIFICANT_ACCOUNTING_POLIC
2. SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
Earnings Per Common Share | |||||||||||||||||
The computations of basic and fully diluted earnings per share of common stock are based on the weighted average number of common shares outstanding during the period of the financial statements, plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding during the period, or the exercise of convertible preferred stock. For the periods where the Company incurred a net loss, common stock equivalents related to the conversion of preferred rights have not been included in calculation of diluted earnings per share because they are anti-dilutive. | |||||||||||||||||
Following is a reconciliation of the income (loss) per share for the three and nine months ended September 30, 2013 and 2012, respectively: | |||||||||||||||||
Three Months Ending September 30, | Nine Months Ending September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Income (loss) before extraordinary items | $ | (52,180 | ) | $ | (112,852 | ) | $ | 562,414 | $ | (352,750 | ) | ||||||
Income from extraordinary items, net of tax | – | – | – | – | |||||||||||||
Net income (loss) | $ | (52,180 | ) | $ | (112,852 | ) | $ | 562,414 | $ | (352,750 | ) | ||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | |||||||||||||||||
Basic | 50,627,091 | 46,251,377 | 49,104,938 | 45,890,225 | |||||||||||||
Conversion of preferred rights | – | – | 22,472,722 | – | |||||||||||||
Diluted | 50,627,091 | 46,251,377 | 71,577,660 | 45,890,225 | |||||||||||||
Income (loss) per share | |||||||||||||||||
Basic | |||||||||||||||||
Income (loss) before extraordinary items | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Income from extraordinary items, net of tax | – | – | – | – | |||||||||||||
Net income (loss) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Diluted | |||||||||||||||||
Income (loss) before extraordinary items | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Income from extraordinary items, net of tax | – | – | – | – | |||||||||||||
Net income (loss) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Capitalized Software Development | |||||||||||||||||
The Company capitalizes software development costs incurred from the time technological feasibility has been obtained until the product is generally released to customers. The Company achieved technological feasibility with regard to its mobile phone technology during the fourth quarter of 2010. The Company had $395,093 and $291,343 of capitalized software development costs as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes pursuant to ASC 740, Income Taxes (“ASC 740”). Under this accounting standard, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. Given the Company’s history of losses, the Company maintains a full valuation allowance with respect to any deferred tax assets. | |||||||||||||||||
ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the uncertain tax position to determine the amount to recognize in the financial statements. Our uncertain tax positions relate to certain state tax issues for which we have recorded an estimated current liability for in the accompanying financial statements at September 30, 2013 and December 31, 2012. There has been no significant change in the unrecognized tax benefit through September 30, 2013 except for accruing additional interest and penalties. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. The Company has not identified any uncertain tax positions for which it is reasonably possible that the total amount of liability for unrecognized tax positions will significantly increase or decrease within the next 12 months. | |||||||||||||||||
The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. | |||||||||||||||||
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. | |||||||||||||||||
The Company files income tax returns in the U.S. federal and Utah jurisdictions. Tax years 2009 to current remain open to examination by U.S. federal and state tax authorities. | |||||||||||||||||
From inception through September 30, 2013, the Company has incurred net losses and, therefore, had no federal income tax liability. To date, the Company has incurred the statutory minimum tax liability for state taxes and has accrued for its uncertain state tax position described above. The net deferred tax asset generated by the loss carry-forwards has been fully reserved. The cumulative federal net operating loss carry-forward is approximately $14.1 million as of September 30, 2013, and will expire in the years 2015 through 2032. The cumulative state net operating loss carry-forward is approximately $4.8 million as of September 30, 2013, and will expire in the years 2015 through 2027. | |||||||||||||||||
Research and Development | |||||||||||||||||
The Company continues to develop its technology which facilitates the use of in-store advertising and coupon services through various technologies. As time and technology have progressed, the system being developed by the Company comprises mobile and other state of the art technology that facilitates retailers and package good companies to provide "product specific" point-of-purchase advertising to its customers using proprietary software. The Company is currently developing mobile smart phone technology that will provide similar functionality to the Klever-Kart System. | |||||||||||||||||
During the nine months ended September 30, 2013 and 2012, the Company incurred costs of $7,462 and $4,182 respectively, for research and development of its technologies. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The FASB provides the framework for measuring fair value. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. | |||||||||||||||||
The carrying amounts reported in the accompanying balance sheets as of September 30, 2013 and December 31, 2012 for cash and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and expected realization and their current market rate of interest. |
3_GOING_CONCERN
3. GOING CONCERN | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern | ' |
NOTE 3 - GOING CONCERN | ' |
As shown in the accompanying financial statements, the Company generated net income of $562,414 during the nine months ended September 30, 2013. The Company did not generate any revenue from product sales during the nine months ended September 30, 2013 or September 30, 2012. As of September 30, 2013, the Company’s current and total liabilities exceeded its current assets by $283,155. As of September 30, 2013, the Company had $101,467 of cash available on hand. | |
The Company did make significant progress in improving its financial conditions during the nine months ended September 30, 2013 by eliminating $1,261,907 of liabilities. This was accomplished by entering into settlement agreements with certain creditors, through management agreeing to forgive certain compensation obligations owed by the Company, and through certain obligations being eliminated as a result of the statute of limitations expiring. However, the Company will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic objectives. These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial doubt as to the Company’s ability to continue as a going concern. The Company is seeking to raise additional capital through private placement offerings and is targeting strategic partners in an effort to finalize the development of its products and begin generating revenues. The Company raised $316,500 through the sale of common stock during the nine months ended September 30, 2013. The ability of the Company to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements and expansion of its operations. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations through 2013. However, management cannot make any assurances that such financing will be secured. |
4_PREFERRED_STOCK
4. PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2013 | |
Preferred Stock, Including Additional Paid in Capital [Abstract] | ' |
NOTE 4 - PREFERRED STOCK | ' |
Authorized Shares | |
In accordance with the Company’s bylaws, the Company has authorized a total of 2,000,000 shares of preferred stock for all classes. As of September 30, 2013 and December 31, 2012, there were 369,179 preferred shares issued and outstanding for all classes, respectively. As of September 30, 2013, all of the Company’s outstanding preferred shares are owned by a Company that is controlled by the Company’s CEO. | |
Preferred Stock Dividends | |
As of September 30, 2013, the Company had accrued and unpaid preferred stock dividends totaling $32,269 relating to dividends for the three months ended September 30, 2013. In order to further assist the overall financial condition of the Company, the Company’s CEO has agreed to not receive any preferred stock dividends for the six month period from January 1, 2013 to June 30, 2013. To date all accrued dividends for preferred stock have been authorized for payment through the issuance of preferred stock based on the ratios for each class of preferred stock described below. | |
Class A Voting Preferred Stock | |
On February 7, 2000, the Board of Directors authorized and established “Class A Voting Preferred Stock” (“Class A Shares”) as a class of its $.01 par value, 2,000,000 shares authorized, preferred stock. Class A Shares consisted of 125,000 shares designated as Series 1 shares. On May 20, 2002, the Board of Directors amended the number of authorized shares of Class A voting preferred stock to 55,000 shares. On April 14, 2011, the Board of Directors increased the number of authorized Class A Voting Preferred shares to 150,000. | |
Initially, Class A Shares were convertible into Common Stock at an initial conversion price of $2.60 (subject to adjustment). In November 2011, the board passed a resolution and clarified that the adjusted conversion price meant that each share of Class A preferred stock is convertible into 99.035 shares of common stock upon conversion. Holders of Class A Shares are entitled to receive dividends at the rate of $2.20 per share per annum, payable semi-annually. Dividends are cumulative and may be paid in cash or in kind through the distribution of .0425 Class A Shares, Series 1, for each outstanding Class A Share, on each dividend payment date. In addition, each holder of Class A Shares is entitled to receive, when and as declared, a dividend equal to each dividend declared and paid on the shares of Common Stock, on a share for share basis. | |
Class A Shareholders shall be entitled to one vote for each share of Common Stock into which such Class A Shares could then be converted, and shall have voting rights and powers equal to that of a holder of Common Stock. The Holders of Class A Shares shall vote with the holders of Common Stock and not as a separate class. | |
Class A Shares carry a liquidation preference of $26.00 per share plus any accrued but unpaid dividends on such shares, if any, and adjusted for combinations, splits, dividends or distributions of shares of stock with respect to such shares. | |
The Class A Shares shall be redeemable by the Company, in whole or in part, at the option of the Board of Directors of the Company, at any time and from time to time on or after July 1, 2002. The redemption price shall be $26.00 per share together with accrued but unpaid dividends on such shares, if any. | |
Class B Voting Preferred Stock | |
On September 24, 2000, the Board of Directors authorized and established “Class B Voting Preferred Stock” (“Class B Shares”) as a class of its $.01 par value, 2,000,000 shares authorized, preferred stock. Class B Shares consisted of 125,000 shares designated as Series 1 shares. On May 20, 2002, the Board of Directors amended the number of authorized shares of Class B voting preferred stock to 42,000 shares. On April 14, 2011, the Board of Directors increased the number of authorized Class B Voting Preferred shares to 125,000. | |
Initially, Class B Shares were convertible into Common Stock at an initial conversion price of $1.70 (subject to adjustment). In November 2011, the board passed a resolution and clarified that the adjusted conversion price meant that each share of Class B preferred stock is convertible into 64.754 shares of common stock upon conversion. Holders of Class B Shares are entitled to receive dividends at the rate of $1.70 per share per annum, payable semi-annually. Such dividends shall be cumulative and may be paid in cash or in kind through the distribution of .0425 Class B Shares, of the same Series for which the dividend is accrued, for each outstanding Class B Share, on each dividend payment date. In addition, each holder of Class B Shares is entitled to receive, when and as declared, a dividend equal to each dividend declared and paid on the shares of Common Stock, on a share for share basis. | |
Class B Shareholders shall be entitled to one vote for each share of Common Stock into which such Class B Shares could then be converted and shall have voting rights and powers equal to the voting rights and powers of a holder of shares of Common Stock. The holders of Class B Shares shall vote with the holders of shares of Common Stock and not as a separate class. | |
Class B Shares shall carry a liquidation preference of $17.00 per share plus any accrued but unpaid dividends on such shares, if any, and adjusted for combinations, splits, dividends or distributions of shares of stock with respect to such shares. The Class B Shares shall be redeemable by the Company, in whole or in part, at the option of the Board of Directors of the Company, at any time and from time to time on or after March 24, 2004 for Series 1, and such date as determined by the Board of Directors for each additional Series. The redemption price shall be $17.00 per share together with accrued but unpaid dividends on such shares, if any. | |
Class C Voting Preferred Stock | |
On January 2, 2001, the Board of Directors authorized and established “Class C Voting Preferred Stock” (“Class C Shares”) as a class of its $.01 par value, 2,000,000 shares authorized, preferred stock. Class C Shares consisted of 125,000 shares designated as Series 1 shares and 125,000 shares thereof were designated as Series 2 shares. On May 20, 2002, the Board of Directors amended the number of authorized shares of Class C voting preferred stock to 150,000 shares. On April 14, 2011, the Board of Directors increased the number of authorized Class C Voting Preferred shares to 200,000. | |
Initially, Class C Shares were convertible into Common Stock at an initial conversion price of $0.66 (subject to adjustment). In November 2011, the board passed a resolution and clarified that the adjusted conversion price meant that each share of Class C preferred stock is convertible into 25.140 shares of common stock upon conversion. Holders of Class C Shares are entitled to receive dividends at the rate of $0.66 per share per annum, payable semi-annually. Dividends are cumulative and may be paid in cash or in kind through the distribution of .0425 Class C Shares, for each outstanding Class C Share, on each dividend payment date. In addition, each holder of a Class C Shares is entitled to receive, when and as declared, a dividend equal to each dividend declared and paid on the shares of Common Stock, on a share for share basis. | |
Class C Shareholders shall be entitled to one vote for each share of Common Stock into which such Class C Shares could then be converted and shall have voting rights and powers equal to the voting rights and powers of a holder of shares of Common Stock. The holders of Class C Shares shall vote with the holders of shares of Common Stock and not as a separate class. | |
Class C Shares shall carry a liquidation preference of $6.60 per share plus any accrued but unpaid dividends on such shares, if any, and adjusted for combinations, splits, dividends or distributions of shares of stock with respect to such shares. | |
The Class C Shares shall be redeemable by the Company, in whole or in part, at the option of the Board of Directors of the Company, at any time and from time to time on or after July 2, 2004 for Series 1, and such date as determined by the Board of Directors for each additional Series. The redemption price shall be $6.60 per share together with accrued but unpaid dividends on such shares, if any. | |
Class D Voting Preferred Stock | |
On May 20, 2002, the Board of Directors authorized and established “Class D Voting Preferred Stock” (“Class D Shares”) as a class of its $.01 par value, 2,000,000 shares authorized, preferred stock. Class D Shares consist of 500,000 shares thereof are designated as “Class D Voting Preferred Stock” (the “Class D Shares”). Class D Shares are convertible into Common Stock at an initial conversion price of $1.05 (subject to adjustment). |
5_DEBT_FORGIVENESS
5. DEBT FORGIVENESS | 9 Months Ended |
Sep. 30, 2013 | |
Debt Forgiveness | ' |
NOTE 5 - DEBT FORGIVENESS | ' |
The Company had certain claims against it for unpaid salary and benefits due to former officers and employees that existed on the balance sheet as accrued liabilities as of December 31, 2012. During the nine months ended September 30, 2013, management worked to reduce the Company’s total liabilities. As a result, the Company settled certain debt obligations using stock, cash, and certain obligations where the statute of limitations was believed to have run as described below. | |
Debts Settled for Stock via Escrow Account | |
During the nine months ended September 30, 2013, the Company entered into an agreement with an existing shareholder, four creditors, and two investors whereby the Company contributed 1,200,000 shares of its restricted common stock, the existing shareholder contributed 1,000,000 free trading shares of the Company’s common stock, the creditors contributed the rights to $549,721 of outstanding debts owed by the Company, and two third party investors contributed $47,000 of cash into an escrow account held by the Company’s stock transfer agent. In exchange for the contributions made by each party, the existing shareholder received 1,200,000 shares of restricted common stock, the four creditors received 450,000 shares of free trading common stock valued at $13,500, the third party investors received 550,000 shares of the Company’s free trading common stock, and the Company received $47,000 in cash and settlement of $549,721 in outstanding debts resulting in a gain on Forgiveness of Debt totaling $536,221. | |
Debts Settled for Cash | |
During the nine months ended September 30, 2013, the Company entered into settlement agreements with three creditors whereby the Company made cash payments totaling $25,450 in exchange for full settlement of 226,432 of outstanding liabilities. The Company recorded a gain on Forgiveness of Debt totaling $200,982 in connection with these transactions. | |
Debts Where Statute of Limitations Has Most Likely Barred Such Claims | |
During the nine months ended September 30, 2013, the Company also wrote off $81,504 of obligations where the statute of limitations was believed to have run. It should be noted the statute of limitations is an affirmative defense that can only be definitively determined applicable by judicial ruling. However, the Company is reasonably certain based upon review by its legal counsel that a statute of limitations defense would bar the debts deemed discharged herein by the statute. | |
The settlement of these obligations coupled with the settlement of the obligations described above resulted in the Company recording a total gain on Forgiveness of Debt totaling $818,708. | |
Contributed Services | |
During the nine months ended September 30, 2013, the Company’s officers agreed to forgive $404,250 of compensation related to prior years that was owed to them and contribute the value of those services to the Company. As a result, the Company recorded an addition to paid-in capital for this amount. | |
For the six months ended June 30, 2013, the Company’s officers agreed to not take any compensation which resulted in the Company recording $81,000 in contributed services for that period. |
6_STOCK_OPTIONS
6. STOCK OPTIONS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
NOTE 6 - STOCK OPTIONS | ' | |||||||||||||
The shareholders approved, by a majority vote, the adoption of the 1998 Stock Incentive Plan (the “Plan”). As amended on August 11, 2003, the Plan reserves 20,000,000 shares of common stock for issuance upon the exercise of options which may be granted from time-to-time to officers, directors and certain employees and consultants of the Company or its subsidiaries. The Plan permits the award of both qualified and non-qualified incentive stock options. On August 18, 2003, the Company registered its “Amended Stock Incentive Plan of Klever Marketing, Inc.” on Form S-8. During the nine months ended September 30, 2013, all of the outstanding stock options issued by the Company expired and the Company had no stock options outstanding as of September 30, 2013. | ||||||||||||||
The summary of option activity for the nine months ended September 30, 2013 is presented below: | ||||||||||||||
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Life (years) | ||||||||||||
Balance as of December 31, 2012 | 125,000 | 0.06 | 0.25 | |||||||||||
Granted | – | – | ||||||||||||
Exercised | – | – | ||||||||||||
Canceled | – | – | ||||||||||||
Expired | (125,000 | ) | 0.06 | – | ||||||||||
Balance as of September 30, 2013 | – | – | – |
7_COMMON_STOCK
7. COMMON STOCK | 9 Months Ended |
Sep. 30, 2013 | |
STOCKHOLDERS' EQUITY | ' |
NOTE 7 - COMMON STOCK | ' |
Nine Months Ended September 30, 2013 | |
During the nine months ended September 30, 2013, the Company issued 1,200,000 shares of restricted common stock and a shareholder contributed 1,000,000 free trading shares into an escrow account to settle certain debt obligations and to raise $47,000 of capital. In connection with the same transaction, 450,000 share of free trading common stock that had a value of $13,500 were issued to certain creditors to settle outstanding debt obligations totaling $549,721 and investors paid $47,000 for 550,000 free trading common shares as more fully described in Note 5. | |
During the nine months ended September 30, 2013, the Company issued 2,775,000 shares of restricted common stock for $269,500 in cash to third party investors. | |
During the nine months ended September 30, 2013, the Company issued 66,747 shares of restricted common stock to pay for $5,339 of accounts payable obligations. | |
During the nine months ended September 30, 2013, the Company 1,025,000 shares of restricted common stock valued at $69,250 to consultants for services. | |
Nine Months Ended September 30, 2012 | |
During the nine months ended September 30, 2012, the Company sold 839,444 shares of common stock at a weighted average price of $0.095 per share to individuals for $84,500. | |
During the nine months ended September 30, 2012, the Company issued 60,000 shares of restricted common stock valued at $6,800 or $0.1133 per common share to a consultant. | |
During the nine months ended September 30, 2012, the Company received back 161,000 shares of common stock from the son of the Company’s CEO as full repayment or a $16,100 receivable owed to the Company. Because of the related party nature of the transaction, the receivable was classified within Stockholders’ Deficit on the December 31, 2011 balance sheet. The shares were subsequently cancelled by the Company. |
8_RELATED_PARTY_TRANSACTIONS
8. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
NOTE 8 - RELATED PARTY TRANSACTIONS | ' |
Due to the Company’s limited financial resources, the Company recorded $81,000 which represents the estimated fair value of uncompensated services contributed by management during the six months ended June 30, 2013. The Company accrued $40,500 for compensation for the CEO during the three months ended September 30, 2013 of which $27,000 was paid during the three months ended September 30, 2013. The Company accrued $135,000 for compensation for services provided by management for the nine months ended September 30, 2012. The Company paid $37,500 of the amount accrued and the balance became part of the $404,250 of officer services that were contributed to the Company as described below. | |
The bookkeeper, who is the wife of the CEO, earned $13,500 during the nine months ended September 30, 2013 for services provided to the Company. $12,000 of these amounts were paid during the nine months ended September 30, 2013. | |
During the nine months ended September 30, 2013, the Company’s officers agreed to forgive $404,250 of compensation that was owed to them from prior years services and contribute the value of those services to the Company through additional paid in capital. | |
The son of the Company's CEO provided certain product development services to the Company. During the nine months ended September 30, 2012, the Company recorded $21,500 in Capitalized Software Development costs related to services provided by this individual. | |
During the nine months ended September 30, 2012, the son of the Company’s CEO returned 161,000 restricted shares of the Company’s common stock as full satisfaction of a $16,100 receivable from the individual. The shares were valued at $0.10 per share in this transaction. |
9_LITIGATION_SETTLEMENT
9. LITIGATION SETTLEMENT | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
9. LITIGATION SETTLEMENT | ' |
During the second quarter of 2013, the Company filed lawsuits against certain defendants for infringement against patents owned by the Company. During the three months ended September 30, 2013, the Company entered into a settlement agreement with one of the defendants and received $35,360 in net proceeds from the settlement. |
10_SUBSEQUENT_EVENTS
10. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
NOTE 10 - SUBSEQUENT EVENTS | ' |
The Company entered into settlement agreements with two defendants for which the Company had filed law suits for related to patent infringement. Pursuant to the terms of the settlement agreements, the Company will receive net proceeds of $42,625. | |
The Company has evaluated events subsequent to period end pursuant to the requirements of ASC 855 through November 6, 2013 and has determined that there are no other subsequent events that should be disclosed. | |
2_SIGNIFICANT_ACCOUNTING_POLIC1
2. SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of financial statement presentation | ' | ||||||||||||||||
The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its December 31, 2012 Annual Report on Form 10-K. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | |||||||||||||||||
The Company was organized under the laws of the State of Delaware in December 1989. The Company was in the development stage from 1989 to 1991. The Company was an operating company from 1992 to December 8, 1993 when it filed petitions for relief under Chapter 11 bankruptcy. The Company was inactive until July 5, 1996 when the Company merged with Klever Kart, Inc. in a reverse merger and changed its name to Klever Marketing, Inc. The Company has been in the development stage since the reverse merger occurred. | |||||||||||||||||
The Company was formed for the purpose of creating a vehicle to obtain capital, to file and acquire patents, to seek out, investigate, develop, manufacture, market and distribute an electronic shopping cart for in-store advertising, promotion and media content and retail shopper services, which have potential for profit. | |||||||||||||||||
Earnings Per Common Share | ' | ||||||||||||||||
Earnings Per Common Share | |||||||||||||||||
The computations of basic and fully diluted earnings per share of common stock are based on the weighted average number of common shares outstanding during the period of the financial statements, plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding during the period, or the exercise of convertible preferred stock. For the periods where the Company incurred a net loss, common stock equivalents related to the conversion of preferred rights have not been included in calculation of diluted earnings per share because they are anti-dilutive. | |||||||||||||||||
Following is a reconciliation of the income (loss) per share for the three and nine months ended September 30, 2013 and 2012, respectively: | |||||||||||||||||
Three Months Ending September 30, | Nine Months Ending September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Income (loss) before extraordinary items | $ | (52,180 | ) | $ | (112,852 | ) | $ | 562,414 | $ | (352,750 | ) | ||||||
Income from extraordinary items, net of tax | – | – | – | – | |||||||||||||
Net income (loss) | $ | (52,180 | ) | $ | (112,852 | ) | $ | 562,414 | $ | (352,750 | ) | ||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | |||||||||||||||||
Basic | 50,627,091 | 46,251,377 | 49,104,938 | 45,890,225 | |||||||||||||
Conversion of preferred rights | – | – | 22,472,722 | – | |||||||||||||
Diluted | 50,627,091 | 46,251,377 | 71,577,660 | 45,890,225 | |||||||||||||
Income (loss) per share | |||||||||||||||||
Basic | |||||||||||||||||
Income (loss) before extraordinary items | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Income from extraordinary items, net of tax | – | – | – | – | |||||||||||||
Net income (loss) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Diluted | |||||||||||||||||
Income (loss) before extraordinary items | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Income from extraordinary items, net of tax | – | – | – | – | |||||||||||||
Net income (loss) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Capitalized Software Development | ' | ||||||||||||||||
Capitalized Software Development | |||||||||||||||||
The Company capitalizes software development costs incurred from the time technological feasibility has been obtained until the product is generally released to customers. The Company achieved technological feasibility with regard to its mobile phone technology during the fourth quarter of 2010. The Company had $395,093 and $291,343 of capitalized software development costs as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes pursuant to ASC 740, Income Taxes (“ASC 740”). Under this accounting standard, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. Given the Company’s history of losses, the Company maintains a full valuation allowance with respect to any deferred tax assets. | |||||||||||||||||
ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the uncertain tax position to determine the amount to recognize in the financial statements. Our uncertain tax positions relate to certain state tax issues for which we have recorded an estimated current liability for in the accompanying financial statements at September 30, 2013 and December 31, 2012. There has been no significant change in the unrecognized tax benefit through September 30, 2013 except for accruing additional interest and penalties. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. The Company has not identified any uncertain tax positions for which it is reasonably possible that the total amount of liability for unrecognized tax positions will significantly increase or decrease within the next 12 months. | |||||||||||||||||
The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. | |||||||||||||||||
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. | |||||||||||||||||
The Company files income tax returns in the U.S. federal and Utah jurisdictions. Tax years 2009 to current remain open to examination by U.S. federal and state tax authorities. | |||||||||||||||||
From inception through September 30, 2013, the Company has incurred net losses and, therefore, had no federal income tax liability. To date, the Company has incurred the statutory minimum tax liability for state taxes and has accrued for its uncertain state tax position described above. The net deferred tax asset generated by the loss carry-forwards has been fully reserved. The cumulative federal net operating loss carry-forward is approximately $14.1 million as of September 30, 2013, and will expire in the years 2015 through 2032. The cumulative state net operating loss carry-forward is approximately $4.8 million as of September 30, 2013, and will expire in the years 2015 through 2027. | |||||||||||||||||
Research and Development | ' | ||||||||||||||||
Research and Development | |||||||||||||||||
The Company continues to develop its technology which facilitates the use of in-store advertising and coupon services through various technologies. As time and technology have progressed, the system being developed by the Company comprises mobile and other state of the art technology that facilitates retailers and package good companies to provide "product specific" point-of-purchase advertising to its customers using proprietary software. The Company is currently developing mobile smart phone technology that will provide similar functionality to the Klever-Kart System. | |||||||||||||||||
During the nine months ended September 30, 2013 and 2012, the Company incurred costs of $7,462 and $4,182 respectively, for research and development of its technologies. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The FASB provides the framework for measuring fair value. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. | |||||||||||||||||
The carrying amounts reported in the accompanying balance sheets as of September 30, 2013 and December 31, 2012 for cash and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and expected realization and their current market rate of interest. |
2_SIGNIFICANT_ACCOUNTING_POLIC2
2. SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Earnings Per Common Share | ' | ||||||||||||||||
Three Months Ending September 30, | Nine Months Ending September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Income (loss) before extraordinary items | $ | (52,180 | ) | $ | (112,852 | ) | $ | 562,414 | $ | (352,750 | ) | ||||||
Income from extraordinary items, net of tax | – | – | – | – | |||||||||||||
Net income (loss) | $ | (52,180 | ) | $ | (112,852 | ) | $ | 562,414 | $ | (352,750 | ) | ||||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding | |||||||||||||||||
Basic | 50,627,091 | 46,251,377 | 49,104,938 | 45,890,225 | |||||||||||||
Conversion of preferred rights | – | – | 22,472,722 | – | |||||||||||||
Diluted | 50,627,091 | 46,251,377 | 71,577,660 | 45,890,225 | |||||||||||||
Income (loss) per share | |||||||||||||||||
Basic | |||||||||||||||||
Income (loss) before extraordinary items | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Income from extraordinary items, net of tax | – | – | – | – | |||||||||||||
Net income (loss) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Diluted | |||||||||||||||||
Income (loss) before extraordinary items | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) | ||||||
Income from extraordinary items, net of tax | – | – | – | – | |||||||||||||
Net income (loss) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.01 | ) |
6_STOCK_OPTIONS_Tables
6. STOCK OPTIONS (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||
Option activity | ' | ||||||||||||||
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Life (years) | |||||||||||||
Balance as of December 31, 2012 | 125,000 | 0.06 | 0.25 | ||||||||||||
Granted | – | – | |||||||||||||
Exercised | – | – | |||||||||||||
Canceled | – | – | |||||||||||||
Expired | (125,000 | ) | 0.06 | – | |||||||||||
Balance as of September 30, 2013 | – | – | – | ||||||||||||
2_SIGNIFICANT_ACCOUNTING_POLIC3
2. SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 207 Months Ended | ||
Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Numerator: | ' | ' | ' | ' | ' |
Income (loss) before extraordinary items | ($52,180) | ($112,852) | $562,414 | ($352,750) | ($17,103,489) |
Income from extraordinary items, net of tax | 0 | 0 | 0 | 0 | 2,271,394 |
Net income (loss) | ($52,180) | ($112,852) | $562,414 | ($352,750) | ($14,832,095) |
Denominator: | ' | ' | ' | ' | ' |
Weighted-average common shares outstanding Basic | 50,627,091 | 46,251,377 | 49,104,938 | 45,890,225 | ' |
Conversion of preferred rights | 0 | 0 | 22,472,722 | 0 | ' |
Diluted | 50,627,091 | 46,251,377 | 71,577,660 | 45,890,225 | ' |
Income (loss) per share | ' | ' | ' | ' | ' |
Basic income (loss) per share before extraordinary items | $0 | $0 | $0.01 | ($0.01) | ' |
Basic income (loss) per share from extraordinary items, net of tax | $0 | $0 | $0 | $0 | ' |
Basic income (loss) per share | $0 | $0 | $0.01 | ($0.01) | ' |
Diluted income (loss) per share before extraordinary items | $0 | $0 | $0.01 | ($0.01) | ' |
Diluted income (loss) per share from extraordinary items, net of tax | $0 | $0 | $0 | $0 | ' |
Diluted income (loss) per share | $0 | $0 | $0.01 | ($0.01) | ' |
2_SIGNIFICANT_ACCOUNTING_POLIC4
2. SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 207 Months Ended | |||
Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Software development costs | $395,093 | ' | $395,093 | ' | $395,093 | $291,343 |
Research and development cost | 837 | 828 | 7,462 | 4,182 | 4,785,388 | ' |
Federal | ' | ' | ' | ' | ' | ' |
Net operating loss carry-forward | 14,100,000 | ' | 14,100,000 | ' | 14,100,000 | ' |
Net operating loss carry-forward, expiration date | ' | ' | 'Years 2015 through 2032 | ' | ' | ' |
State | ' | ' | ' | ' | ' | ' |
Net operating loss carry-forward | $4,800,000 | ' | $4,800,000 | ' | $4,800,000 | ' |
Net operating loss carry-forward, expiration date | ' | ' | 'Years 2015 through 2027 | ' | ' | ' |
3_GOING_CONCERN_Details_Narrat
3. GOING CONCERN (Details Narrative) (USD $) | 9 Months Ended | 207 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Going Concern | ' | ' | ' |
Current and total liabilities exceeded to current assets | ($283,155) | ' | ($283,155) |
Proceeds from sale of common stock | $316,500 | $84,500 | $8,051,201 |
4_PREFERRED_STOCK_Details_Narr
4. PREFERRED STOCK (Details Narrative) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred Stock, Including Additional Paid in Capital [Abstract] | ' | ' |
Preferred stock authorized | 2,000,000 | 2,000,000 |
Preferred shares issued and outstanding | 369,179 | 346,910 |
Accrued and unpaid preferred stock dividends | $32,269 | $77,798 |
5_DEBT_FORGIVENESS_Details_Nar
5. DEBT FORGIVENESS (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 207 Months Ended | ||
Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Gain on extinguishment of debt | $0 | $0 | $818,708 | $0 | $1,285,663 |
Officer compensation contributed | ' | ' | 404,250 | ' | ' |
Debts settled for stock | ' | ' | ' | ' | ' |
Gain on extinguishment of debt | ' | ' | 536,221 | ' | ' |
Debts settled for cash | ' | ' | ' | ' | ' |
Gain on extinguishment of debt | ' | ' | 200,982 | ' | ' |
Statute of Limitations | ' | ' | ' | ' | ' |
Gain on extinguishment of debt | ' | ' | $81,504 | ' | ' |
6_STOCK_OPTIONS_Details
6. STOCK OPTIONS (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Shares | ' |
Balance as of December 31, 2012 | 125,000 |
Exercised | 0 |
Granted | 0 |
Cancelled | 0 |
Expired | -125,000 |
Balance as of September 30, 2013 | 0 |
Weighted Average Exercise Price | ' |
Balance as of December 31, 2012 | $0.06 |
Exercised | ' |
Granted | ' |
Cancelled | ' |
Expired | $0.06 |
Balance as of September 30, 2013 | ' |
Weighted Average Remaining Life (Years) | ' |
Balance as of December 31, 2012 | '3 months |
8_RELATED_PARTY_TRANSACTIONS_D
8. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Officer salaries | $81,000 |
Due to officer | 81,000 |
Due to related party | 12,000 |
Officer compensation forgiven | $404,250 |