Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Apr. 15, 2018 | |
Details | |||
Registrant Name | GEOSPATIAL CORPORATION | ||
Registrant CIK | 0001011395 | ||
SEC Form | 10-K/A | ||
Period End date | Dec. 31, 2018 | ||
Fiscal Year End | --12-31 | ||
Tax Identification Number (TIN) | 870554463 | ||
Number of common stock shares outstanding | 346,743,784 | ||
Public Float | $ 3,556,643 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, Address Line One | 229 Howes Run Road | ||
Entity Address, City or Town | Sarver | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 16055 | ||
City Area Code | 724 | ||
Local Phone Number | 353-3400 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 7,117 | $ 8,357 |
Accounts receivable | 115,913 | 92,400 |
Prepaid expenses and other current assets | 80,664 | 92,081 |
Total current assets | 203,694 | 192,838 |
Property and equipment: | ||
Field equipment | 357,070 | 359,591 |
Field vehicles | 43,285 | 43,285 |
Total property and equipment | 400,355 | 402,876 |
Less: accumulated depreciation | (398,063) | (390,400) |
Net property and equipment | 2,292 | 12,476 |
Total assets | 205,986 | 205,314 |
Current liabilities: | ||
Accounts payable | 198,716 | 248,745 |
Accrued expenses | 1,323,586 | 1,231,553 |
Notes payable | 2,042,672 | 1,487,174 |
Accrued registration payment arrangement | 76,337 | 76,337 |
Total current liabilities | 3,641,311 | 3,043,809 |
Stockholders' deficit: | ||
Common Stock, Value, Issued | 325,077 | 285,830 |
Additional paid-in capital | 40,438,183 | 39,819,841 |
Additional paid-in capital, warrants | 122,963 | 170,000 |
Accumulated deficit | (44,325,193) | (43,117,811) |
Total stockholders' deficit | (3,435,325) | (2,838,495) |
Total liabilities and stockholders' deficit | 205,986 | 205,314 |
Undesignated | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series B Convertible | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series C Convertible | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | $ 3,645 | $ 3,645 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares, Issued | 325,077,118 | 285,830,452 |
Common Stock, Shares, Outstanding | 325,077,118 | 285,830,452 |
Undesignated | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series B Convertible | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series C Convertible | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 3,644,578 | 3,644,578 |
Preferred Stock, Shares Outstanding | 3,644,578 | 3,644,578 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Sales | $ 866,212 | $ 686,815 |
Cost of sales | 219,348 | 220,491 |
Gross profit | 646,864 | 466,324 |
Selling, general and administrative expenses | 1,449,540 | 1,895,526 |
Net loss from operations | (802,676) | (1,429,202) |
Other income (expense): | ||
Interest expense | (401,549) | (349,798) |
Gain on extinguishment of debt | 0 | 47,852 |
Registration payment arrangements | 0 | 432,578 |
Loss on foreign currency exchange | (3,012) | (1,516) |
Total other income (expense) | (404,706) | 129,116 |
Other income | 1,711 | 0 |
Loss on disposal of property and equipment | (1,856) | 0 |
Net loss before income taxes | (1,207,382) | (1,300,086) |
Provision for income taxes | 0 | 0 |
Net loss | $ (1,207,382) | $ (1,300,086) |
Basic and fully-diluted net loss per share of common stock | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital, Warrants | Retained Earnings | Total |
Shareholders' Equity, Starting Balance at Dec. 31, 2016 | $ 4,544 | $ 226,212 | $ 38,905,332 | $ 20,626 | $ (41,817,725) | $ (2,661,011) |
Shares Outstanding, Starting Balance at Dec. 31, 2016 | 4,543,654 | 226,211,740 | ||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 28,333 | 596,667 | 0 | 0 | 625,000 |
Stock Issued During Period, Shares, New Issues | 0 | 28,333,335 | ||||
Exercise of warrants to purchase common stock, Value | $ 0 | $ 4,422 | 54,204 | (20,626) | 0 | 38,000 |
Exercise of warrants to purchase common stock, Shares | 4,421,857 | |||||
Issuance of convertible securities with beneficial conversion features | $ 0 | $ 0 | 50,152 | 0 | 0 | 50,152 |
Issuance of convertible securities with beneficial conversion features, shares | 0 | 0 | ||||
Issuance of common stock for registration penalty | $ 0 | $ 132 | 13,068 | 0 | 0 | 13,200 |
Issuance of common stock for registration penalty, shares | 0 | 132,000 | ||||
Conversion of Series C Convertible Preferred Stock to Common Stock, Value | $ (899) | $ 17,981 | (17,082) | 0 | 0 | 0 |
Conversion of Series C Convertible Preferred Stock to Common Stock, Shares | (899,076) | 17,981,520 | ||||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ 8,750 | 217,500 | 0 | 0 | $ 226,250 |
Stock Issued During Period, Shares, Issued for Services | 0 | 8,750,000 | 8,750,000 | |||
Issuance of warrants to purchase common stock for loan concessions | $ 0 | $ 0 | 0 | 170,000 | 0 | $ 170,000 |
Issuance of warrants to purchase common stock for loan concessions, Shares | 0 | 0 | ||||
Issuance of warrants to purchase common stock pursuant to issuance of notes payable, Value | 0 | |||||
Net Income (Loss) | $ 0 | $ 0 | 0 | 0 | (1,300,086) | (1,300,086) |
Shares Outstanding, Ending at Dec. 31, 2017 | 3,644,578 | 285,830,452 | ||||
Equity Balance, Ending at Dec. 31, 2017 | $ 3,645 | $ 285,830 | 39,819,841 | 170,000 | (43,117,811) | (2,838,495) |
Stock Issued During Period, Value, New Issues | $ 0 | $ 22,067 | 291,770 | 12,163 | 0 | 326,000 |
Stock Issued During Period, Shares, New Issues | 0 | 22,066,666 | ||||
Issuance of convertible securities with beneficial conversion features | $ 0 | $ 0 | 51,052 | 0 | 0 | 51,052 |
Issuance of convertible securities with beneficial conversion features, shares | 0 | 0 | ||||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ 7,180 | 100,520 | 0 | 0 | $ 107,700 |
Stock Issued During Period, Shares, Issued for Services | 0 | 7,180,000 | 7,180,000 | |||
Exercise of warrants to purchase common stock, net of issuance costs | $ 0 | $ 10,000 | 175,000 | (85,000) | 0 | $ 100,000 |
Exercise of warrants to purchase common stock, net of issuance costs, shares | 0 | 10,000,000 | ||||
Issuance of warrants to purchase common stock pursuant to issuance of notes payable, Value | $ 0 | $ 0 | 0 | 25,800 | 0 | 25,800 |
Net Income (Loss) | $ 0 | $ 0 | 0 | 0 | (1,207,382) | (1,207,382) |
Shares Outstanding, Ending at Dec. 31, 2018 | 3,644,578 | 325,077,118 | ||||
Equity Balance, Ending at Dec. 31, 2018 | $ 3,645 | $ 325,077 | $ 40,438,183 | $ 122,963 | $ (44,325,193) | $ (3,435,325) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,207,382) | $ (1,300,086) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 8,328 | 34,784 |
Loss on disposal of property and equipment | 1,856 | 0 |
Amortization of deferred debt issue costs | 120,106 | 75,693 |
Amortization of discount on notes payable | 51,051 | 65,969 |
Gain on extinguishment of debt | 0 | (47,852) |
Accrued registration payment arrangement | 0 | (432,578) |
Accrued interest payable | 228,760 | 201,005 |
Issuance of common stock for services | 107,700 | 226,250 |
Changes in operating assets and liablities: | ||
Accounts receivable | (23,513) | (26,600) |
Prepaid expenses and other current assets | 11,417 | 48,024 |
Accounts payable | (50,029) | 31,837 |
Accrued expenses | 267,012 | 459,931 |
Net cash used in operating activities | (484,694) | (663,623) |
Cash flows from investing activities: | ||
Purchase of property and equipment | 0 | (2,521) |
Net cash used in investing activities | 0 | (2,521) |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 200,000 | 0 |
Principal payments on notes payable | (142,546) | (52,213) |
Principal payments on capital lease liabilities | 0 | (3,278) |
Proceeds from sale of common stock, net of offering costs | 326,000 | 625,000 |
Proceeds from exercise of warrants to purchase common stock, net of offering costs | 100,000 | 38,000 |
Net cash provided by financing activities | 483,454 | 607,509 |
Net change in cash and cash equivalents | (1,240) | (58,635) |
Cash and cash equivalents at beginning of period | 8,357 | 66,992 |
Cash and cash equivalents at end of period | 7,117 | 8,357 |
Supplemental disclosures: | ||
Cash paid during period for interest | 1,790 | 7,131 |
Cash paid during period for income taxes | 0 | 0 |
Non-cash transactions: | ||
Issuance of common stock in settlement of liabilities | 175,653 | 0 |
Stock Issued During Period, Value, Issued for Services | 107,700 | 226,250 |
Liabilities settled by issuance of notes payable | 0 | 51,227 |
Issuance of convertible securities with beneficial conversion features, Value | 51,051 | 50,152 |
Issuance of warrants to purchase common stock pursuant to issuance of notes payable, Value | $ 25,800 | $ 0 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 1 - Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies This summary of significant accounting policies of Geospatial Corporation, a Nevada corporation, and subsidiaries (the “Company”) is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Nature of Operations The Company utilizes innovative technologies to acquire and manage data related to underground assets. The Company’s services include pipeline data acquisition and professional data management. The Company is located in Sarver, Pennsylvania, and provides services throughout the United States. Consolidation The Company’s financial statements include its wholly-owned subsidiaries Geospatial Mapping Systems, Inc., and Utility Services and Consulting Corporation, which ceased operations in 2011. All material intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Estimates and assumptions which, in the opinion of management, are significant to the underlying amounts included in the financial statements and for which it would be reasonably possible that future events or information could change those estimates include: Estimated useful lives of property and equipment; Estimated costs to complete fixed-price contracts; Realization of deferred income tax assets; Estimated number and value of shares to be issued pursuant to registration payment arrangements; These estimates are discussed further throughout these Notes to Financial Statements. Going Concern Since its inception, the Company has incurred net losses. In addition, the Company’s operations and capital requirements have been funded since its inception by sales of its common and preferred stock and advances from its chief executive officer. At December 31, 2018, the Company’s current liabilities exceeded its current assets by $3,437,617, and total liabilities exceeded total assets by $3,435,325. Those factors create an uncertainty about the Company’s ability to continue as a going concern. The Company’s management has implemented plans to secure financing sufficient for the Company’s operating and capital requirements, and to negotiate settlements or extensions of existing liabilities. There can be no assurance that such efforts will be successful. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accounting Method The Company’s financial statements are prepared on the accrual method of accounting. Cash and Cash Equivalents The Company considers all highly liquid debt investments with a maturity of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are presented in the balance sheet net of estimated uncollectible amounts. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. The Company had no allowance for doubtful accounts at December 31, 2018 and 2017. Property and Equipment Property and equipment are carried at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes, and accelerated methods for tax purposes, based on estimated useful lives ranging from three to ten years. Depreciation expense was $8,328 and $34,784 for the years ended December 31, 2018 and 2017, respectively. Expenditures for major renewals and betterments that materially extend the useful lives of assets are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The Company leases equipment under leases with terms of three years. Each lease is analyzed using the criteria in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 840, Leases Revenue Recognition The Company records revenue in accordance with ASC 606, Revenue from Contracts With Customers i. Identify the contract with a customer. ii. Identify the performance obligations in the contract. iii. Determine the transaction price. iv. Allocate the transaction price to the performance obligations in the contract. v. Recognize revenue when the Company satisfies a performance obligation. Advance customer payments are recorded as deferred revenue until such time as the related performance obligations are met. Revenues are recorded net of sales taxes collected. Deferred Debt Issuance Costs Debt issuance costs are capitalized and amortized over the term of the related debt. The deferred debt issuance costs were fully amortized at December 31, 2018 and 2017. Convertible Securities with Beneficial Conversion Features During 2015, the Company issued a Secured Promissory Note of $1,000,000. The Company took additional loans of $350,000 against the Secured Promissory Note in 2016. The Secured Promissory Note is convertible at the lender’s option to the Company’s common stock at a price per share of 75% of the average bid price of the Company’s common stock for the ten trading days preceding the conversion. The Company recorded the Secured Promissory Note in accordance with FASB ASC 470-20, Debt with Conversion and Other Options Accounting for Derivatives The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value, and is revalued at each reporting date, with changes in the fair value reported in the statements of operations. The Company has determined that the option to settle the Secured Promissory Note in shares of the Company’s common stock is a derivative instrument. No additional liability was recorded for the derivative instrument. From the issuance of the Secured Promissory Note through August 31, 2017, a potentially unlimited number of shares could have been required to settle the Secured Promissory Note. On August 31, 2017, the Company and the lender entered into an Agreement and Amendment that instituted a floor on the conversion price, which limits the potential number of shares that could be required to settle the Secured Promissory Note. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, The Company currently has a deferred tax asset resulting from differences in accounting methods for financial reporting and income tax reporting purposes. This deferred tax asset is completely offset by a valuation allowance due to the uncertainty of realization. The Company is subject to taxation in various jurisdictions. The Company continues to remain subject to examination by U.S. federal authorities and various state authorities for the years 2009 through 2017. Due to financial constraints, the Company has not filed its federal tax returns for 2009 through 2017. Gains on Extinguishment of Debt Due to significant cash flow problems, the Company has negotiated concessions on the amounts of certain liabilities and extensions of payment terms. The Company accounts for such concessions in accordance with FASB ASC 470-60, Troubled Debt Restructurings by Debtors Extinguishment of Liabilities Stock-Based Payments The Company accounts for its stock-based compensation in accordance with FASB ASC 718, Stock Compensation Registration Payment Arrangements The Company is contractually obligated to issue shares of its common stock to certain investors for failure to register shares of its common stock under the Securities Act of 1933, as amended (the “Securities Act”). The Company records such obligations in accordance with FASB ASC 825-20, Registration Payment Arrangements Segment Reporting The Company operates as one segment. Accordingly, no segment reporting is presented. Recent Accounting Pronouncements The Company has reviewed accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company believes that the following impending standards may have an impact on its future filings. The applicability of any standard will be evaluated by the Company and is still subject to review by the Company. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), a new revenue recognition standard that supersedes the existing standard and eliminates all industry-specific standards. The largely principles-based standard provides a comprehensive framework that can be applied to all contracts with customers, regardless of industry-specific or transaction-specific fact patterns. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities should apply the five-step model outlined in the standard to achieve that core principal. The Company adopted ASU 2014-09 on January 1, 2017. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which provides authoritative guidance regarding management’s evaluation of conditions or events that raise substantial doubts about an entity’s ability to continue as a going concern, management’s plans to mitigate the effect of the conditions or events that raise such doubts, and disclosure requirements for entities in which there exists a substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 was implemented by the Company on January 1, 2017. The implementation of ASU 2014-15 did not have a material effect on its consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates the concept of an extraordinary item from GAAP. As a result, an entity is no longer required to separately classify, present, or disclose extraordinary events and transactions; however, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained. ASU 2015-01 was adopted by the Company in 2017. The implementation of ASU 2015-01 did not have a material effect on the Company’s financial position or results of operations. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented as a direct deduction from the associated debt liability on the balance sheet. The Company adopted ASU 2015-03 in 2017. The implementation of ASU 2015-03 did not have a material effect on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 eliminates the current requirement for an entity to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The Company adopted ASU 2015-17 on January 1, 2018. The implementation of ASU 2015-17 did not have a material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ASU 2016-02 substantially retains the classification for leasing transactions as finance or operating leases. The new guidance establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For finance leases the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases the lessee would recognize straight-line total lease expense. ASU 2016-02 will be effective for the Company on January 1, 2019. The Company does not expect that the implementation of ASU 2016-02 will have a material effect on the Company’s consolidated financial statements. |
Note 2 - Capital Stock
Note 2 - Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 2 - Capital Stock | Note 2 – Capital Stock The Company has authorized 750,000,000 shares of common stock with a par value of $0.001 per share. Each outstanding share of common stock entitles the holder to one vote on all matters. Stockholders do not have preemptive rights to purchase shares in any future issuance of common stock. Upon the Company’s liquidation, common stockholders are entitled to a pro-rata share of assets, if any, after payment of creditors and preferred stockholders. The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.001 per share. All powers and rights of the shares of preferred stock are determined by the Company’s Board of Directors at issuance. On August 20, 2013, the Company filed a Certificate of Designation to designate 5,000,000 shares of Series B Convertible Preferred Stock (“Series B Stock”) for issuance by the Company. Each share of Series B Stock is convertible to ten shares of common stock at the option of the holder, or automatically upon the occurrence of certain events. The holders of Series B Stock have the same voting rights and dividend participation rights as common stockholders in proportion to the number of shares of common stock the holders of Series B Stock would hold if those shares were converted to common stock. The holders of Series B Stock are entitled to a liquidation preference of 150% of the original issue price, after payment of which they participate in liquidation with the holders of common stock. On March 16, 2016, the Company filed a Certificate of Designation to designate 10,000,000 shares of Series C Convertible Preferred Stock (“Series C Stock”) for issuance by the Company. Each share of Series C Stock is convertible to twenty shares of common stock at the option of the holder, or automatically upon the occurrence of certain events. The holders of Series C Stock have voting rights equal to five times the number of whole shares of common stock into which such shares of common stock the holders of Series C Stock would hold if those shares were converted to common stock. The holders of Series C Stock have the same dividend participation rights as common stockholders in proportion to the number of shares of common stock the holders of Series C Stock would have if those shares were converted to common stock. The holders of Series C Stock are entitled to a liquidation preference of 100% of the original issue price, after payment of which they participate in liquidation with the holders of common stock. The Company entered into a series of Subscription and Purchase Agreements with certain investors dated October 9, 2009 (the “October 2009 Subscription Agreement”) in connection with the sale of 2,000,000 shares of the Company’s common stock (the “October 2009 shares”). Pursuant to the October 2009 Subscription Agreement, the Company agreed to register the October 2009 shares under the Securities Act by March 1, 2010. The Company failed to register the October 2009 shares by March 1, 2010, and consequently each investor that invested pursuant to the October 2009 Subscription Agreement is entitled to receive an additional allocation of 2% of its portion of the October 2009 Shares for each 30-day period that elapses after March 1, 2010, subject to certain restrictions. The Company entered into a series of Subscription and Purchase Agreements with certain investors dated March 10, 2010 (the “March 2010 Subscription Agreement”) in connection with the sale of 8,589,771 shares of the Company’s common stock (the “March 2010 shares”). Pursuant to the March 2010 Subscription Agreement, the Company agreed to register the March 2010 shares under the Securities Act by September 1, 2010. The Company failed to register the March 2010 shares by September 1, 2010, and consequently each investor that invested pursuant to the March 2010 Subscription Agreement is entitled to receive an additional allocation of 2% of its portion of the March 2010 Shares for each 30-day period that elapses after September 1, 2010, subject to certain restrictions. The Company entered into a series of Subscription and Purchase Agreements with certain investors dated April 6, 2010 (the “April 2010 Subscription Agreement”) in connection with the sale of 112,000 shares of the Company’s common stock (the “April 2010 shares”). Pursuant to the April 2010 Subscription Agreement, the Company agreed to register the April 2010 shares under the Securities Act by September 1, 2010. The Company failed to register the April 2010 shares by September 1, 2010, and consequently each investor that invested pursuant to the April 2010 Subscription Agreement is entitled to receive an additional allocation of 2% of its portion of the April 2010 Shares for each 30-day period that elapses after September 1, 2010, subject to certain restrictions. The Company has recorded a liability for its obligation to issue shares for failure to register shares pursuant to the October 2009 Subscription Agreement, the March 2010 Subscription Agreement, and the April 2010 Subscription Agreement (collectively, the “Subscription Agreements”). The Company registered the shares as required by the Subscription Agreements during 2015. The liability for accrued registration payment arrangements was $76,337 at December 31, 2018 and 2017. |
Note 3 - Accrued Expenses
Note 3 - Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 3 - Accrued Expenses | Note 3 – Accrued Expenses Accrued expenses consisted of the following: December 31, December 31, 2018 2017 Payroll and taxes $ 1,170,091 $ 1,067,197 Accounting 47,504 47,504 Contractors and subcontractors 5,300 10,227 Interest 2,918 2,243 Other 97,773 104,382 Accrued expenses $ 1,323,586 $ 1,231,553 |
Note 4 - Related-Party Transact
Note 4 - Related-Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 4 - Related-Party Transactions | Note 4 – Related-Party Transactions The Company leases its headquarters building from Mark A. Smith, the Company’s chairman and chief executive officer. The building has approximately 3,200 square feet of office space, and is used by the Company’s corporate, technical, and operations staff. The lease is cancellable by either party upon 30 days’ notice. Mr. Smith has agreed to suspend collection of rent effective April 1, 2016. The Company did not incur lease expense during the years ended December 31, 2018 and 2017. On November 9, 2012, the Company and Mr. Smith entered into a Lease Agreement, pursuant to which the Company leased a field vehicle from Mr. Smith. The lease was for 60 months, and was for substantially the same terms for which Mr. Smith leased the vehicle from the manufacturer. Interest on the lease amounted to $48 for the year ended December 31, 2017. The lease was recorded as a capital lease. The lease expired during the year ended December 31, 2017. |
Note 5 - Notes Payable
Note 5 - Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 5 - Notes Payable | Note 5 – Notes Payable Current notes payable consisted of the following: December 31, 2018 December 31, 2017 Secured Promissory Note, payable to an individual, bearing interest at 20% per annum, due September 15, 2018, net of discount and deferred issuance costs. The note is convertible to common stock at the higher of 75% of the 10 day average bid price or $0.02 per share, and is secured by substantially all the assets of the Company $ 1,758,424 $ 1,455,041 Unsecured Convertible Promissory Notes, payable to two individuals, bearing interest at 15% per annum, net of deferred issuance costs. The notes are convertible at the holder’s option to common stock at $0.015 per share 218,917 - Notes payable under settlement agreements with vendors, bearing no interest. 13,847 - Notes payable under settlement agreements with former employees, payable monthly with terms of up to twelve months, bearing no interest 51,484 32,133 Current notes payable $ 2,042,672 $ 1,487,174 |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 6 - Commitments and Contingencies | Note 6 – Commitments and Contingencies Bank Deposits The Company maintains its cash in bank deposit accounts at financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The bank accounts at times exceed FDIC limits. The Company has not experienced any losses on such accounts. Legal Matters The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities. The Company believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or the results of operations of the Company. Concentrations The Company derived substantially all its revenues from a fewer than ten customers during each of the years ended December 31, 2018 and 2017. |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 7 - Income Taxes | Note 7 – Income Taxes The Company’s provision for (benefit from) income taxes is summarized below for the years ended December 31: 2018 2017 Current: Federal $ - $ - State - - - - Deferred: Federal (124,094) 4,790,403 State (65,658) (172,386) (189,752) 4,618,017 Total income taxes (189,752) 4,618,017 Less: valuation allowance 189,752 (4,618,017) Net income taxes $ - $ - The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows for the years ended December 31: 2018 2017 Federal statutory rate 21.0 % 21.0 % State income taxes (net of federal benefit) 7.9 7.9 Valuation allowance (28.9) (28.9) Effective rate 0.0 % 0.0 % Significant components of the Company’s deferred tax assets and liabilities are summarized below. A valuation allowance has been established as realization of such assets has not met the more-likely-than-not threshold requirement under FASB ASC 740. December 31, 2018 December 31, 2017 Start-up costs $ 5,565 $ 12,413 Depreciation (40,499) (31,601) Accrued expenses 274,885 248,882 Net operating loss carryforward 12,182,800 12,003,305 Deferred income taxes 12,422,751 12,232,999 Less: valuation allowance (12,422,751) (12,232,999) Net deferred income taxes $ - $ - At December 31, 2018, the Company had federal and state net operating loss carryforwards of approximately $42,985,000. The federal and state net operating loss carryforwards will expire beginning in 2021. The amount of the federal and state net operating loss carryforwards that can be utilized each year to offset taxable income is limited by the Internal Revenue Code and applicable state laws. |
Note 8 - Net Loss Per Share of
Note 8 - Net Loss Per Share of Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 8 - Net Loss Per Share of Common Stock | Note 8 – Net Loss Per Share of Common Stock Basic net loss per share are computed by dividing earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share reflects per share amounts that would have resulted if dilutive potential common stock had been converted to common stock. Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all warrants and options are used to repurchase common stock at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. The following reconciles amounts reported in the financial statements for the years ended December 31: 2018 2017 Net loss $ (1,207,382) $ (1,300,086) Weighted average number of shares of common stock outstanding 309,514,763 263,578,737 Dilutive potential shares of common stock 309,514,763 263,578,737 Net loss per share of common stock: Basic $ (0.00) $ (0.00) Diluted $ (0.00) $ (0.00) The following securities were not included in the computation of diluted net loss per share, as their effect would have been anti-dilutive for the years ended December 31: 2018 2017 Series C Convertible Preferred Stock 74,891,560 74,862,138 Options and warrants to purchase common stock 6,850,000 26,679,355 Secured Convertible Promissory Note 82,694,275 38,641,107 Unsecured Convertible Promissory Notes 7,287,233 - Total 171,723,068 140,182,600 |
Note 9 - Stock-Based Payments
Note 9 - Stock-Based Payments | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 9 - Stock-Based Payments | Note 9 – Stock-Based Payments In 2007, the Company adopted the 2007 Stock Option Plan (the “2007 Plan”), pursuant to which the Compensation Committee of the Board of Directors (the “Committee”) may award grants of options to purchase up to 15,000,000 shares of the Company’s common stock to eligible employees, directors, and consultants, subject to exercise prices and vesting requirements determined by the Committee. On September 23, 2013, the Company reduced the number of shares of the Company’s common stock that may be subject to awards under the 2007 Plan to 9,050,000. The Board of Directors has reserved 9,050,000 shares of the Company’s common stock for issuance under the 2007 Plan. The Company did not grant any options to purchase shares of the Company’s common stock pursuant to the 2007 Plan during the years ended December 31, 2018 and 2017. On September 23, 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which up to 25,000,000 shares of the Company’s common stock shall be available for grants of awards, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, or performance compensation awards to eligible employees, consultants, and directors, provided that no more than 15,000,000 shares of common stock may be granted as incentive stock options. The Board of Directors has reserved 25,000,000 shares of the Company’s common stock for issuance under the 2013 Plan. The Company granted stock appreciation rights on 500,000 shares of the Company’s common stock to eligible employees and consultants pursuant to the 2013 Plan during the year ended December 31, 2017. The Company made no such grants during the year ended December 31, 2018. During the year ended December 31, 2018, the Company granted options to purchase 112,000,000 shares of common stock to employees. The options have a term of three years, and are exercisable upon attainment of certain performance benchmarks. Using the Black-Scholes option pricing model, management has determined that the stock appreciation rights granted in 2018 and 2017 had no value. Accordingly, no compensation cost or other expense was recorded for the stock appreciation rights. The assumptions used and the weighted average calculated value of the stock options are as follows at December 31: 2018 2017 Risk-free interest rate 2.65% 2.40% Expected dividend yield None None Expected life of options 3 years 5 years Expected volatility rate 50% 50% Weighted average fair value of options granted $ 0.00 $ 0.00 The following is an analysis of the options to purchase the Company’s common stock: Weighted Average Weighted Remaining Average Aggregate Contractual Total Exercise Fair Term Options Price Value (In Years) Total options outstanding at January 1, 2017 31,112,500 $ 0.21 Granted 500,000 0.21 Exercised - - Lapsed and forfeited (9,300,000) 0.46 Total options outstanding at December 31, 2017 22,312,500 $ 0.09 $ - 6.2 Options vested and expected to vest at December 31, 2017 20,312,500 $ 0.09 $ - 5.5 Options exercisable at December 31, 2017 20,312,500 $ 0.09 $ - 5.5 Total options outstanding at January 1, 2018 22,312,500 $ 0.09 Granted 112,000,000 0.03 Exercised - - Lapsed and forfeited (5,650,000) 0.14 Total options outstanding at December 31, 2018 128,662,500 $ 0.03 $ - 2.7 Options vested and expected to vest at December 31, 2018 16,662,500 $ 0.08 $ - 4.8 Options exercisable at December 31, 2018 16,662,500 $ 0.08 $ - 4.8 The following is an analysis of nonvested options: Weighted Nonvested Average Options Fair Value Nonvested options at January 1, 2017 3,711,980 $ - Granted 500,000 - Vested (1,545,313) - Forfeited (666,667) - Nonvested options at December 31, 2017 2,000,000 - Granted 112,000,000 - Vested (1,500,000) - Forfeited (500,000) - Nonvested options at December 31, 2018 112,000,000 $ - The Company granted warrants to purchase 7,061,165 and 22,333,335 shares of common stock to investors and contractors during the years ended December 31, 2018 and 2017, respectively, at prices ranging from $0.01 to $0.04 per share. The warrants were granted for periods ranging from three to ten years. Using the Black-Scholes option pricing model, management has determined that the warrants to purchase the Company’s common stock granted to non-employees in 2018 and 2017 had a fair value of $37,963 and $170,000, respectively. The fair value of warrants issued pursuant to the issuance of notes payable was recorded as deferred debt issuance cost and amortized over the remaining term of the associated debt. The fair value of warrants issued pursuant to the sale of common stock was recorded as additional paid-in capital. No expense was recorded upon the grants of the warrants to purchase the Company’s common stock during 2018 and 2017. The assumptions used and the weighted average calculated value of the stock purchase rights are as follows for the year ended December 31: 2018 2017 Risk-free interest rate 2.90% 1.99% Expected dividend yield None None Expected life of warrants 10 years 5 years Expected volatility rate 50% 50% Weighted average fair value of warrants granted $ 0.01 $ 0.01 The following is an analysis of the warrants to purchase the Company’s common stock. Weighted Average Weighted Remaining Average Aggregate Contractual Total Exercise Fair Term Warrants Price Value (In Years) Total warrants outstanding at January 1, 2017 50,175,088 $ 0.10 Granted 22,333,335 0.01 Exercised (4,525,750) 0.01 Lapsed and forfeited - - Total warrants outstanding at December 31, 2017 67,982,673 $ 0.07 $ - 3.8 Warrants vested and expected to vest at December 31, 2017 67,982,673 $ 0.07 $ - 3.8 Warrants exercisable at December 31, 2017 67,982,673 $ 0.07 $ - 3.8 Total warrants outstanding at January 1, 2018 67,982,673 $ 0.07 Granted 7,061,165 0.03 Exercised (10,000,000) 0.01 Lapsed and forfeited (2,344,207) 0.26 Total warrants outstanding at December 31, 2018 62,699,631 $ 0.07 $ 122,963 3.2 Warrants vested and expected to vest at December 31, 2018 62,699,631 $ 0.07 $ 122,963 3.2 Warrants exercisable at December 31, 2018 62,699,631 $ 0.07 $ 122,963 3.2 On August 20, 2013, the Company granted warrants to purchase 451,738 shares of its Series B Stock at $2.50 per share to certain investors in connection with the sale of Series B Stock. The warrants were vested upon issuance, and expired on August 20, 2018. The following is an analysis of the warrants to purchase the Company’s Series B Stock. Weighted Average Weighted Remaining Average Aggregate Contractual Total Exercise Fair Term Warrants Price Value (In Years) Total warrants outstanding at January 1, 2017 344,992 $ 2.50 Granted - - Exercised - - Lapsed and forfeited - - Total warrants outstanding at December 31, 2017 344,992 $ 2.50 $ - 0.6 Warrants vested and expected to vest at December 31, 2017 344,992 $ 2.50 $ - 0.6 Warrants exercisable at December 31, 2017 344,992 $ 2.50 $ - 0.6 Total warrants outstanding at January 1, 2018 344,992 $ 2.50 Granted - - Exercised - - Lapsed and forfeited 344,992 2.50 Total warrants outstanding at December 31, 2018 - $ - $ - Warrants vested and expected to vest at December 31, 2018 - $ - $ - Warrants exercisable at December 31, 2018 - $ - $ - During 2018 and 2017, the Company issued 7,180,000 and 8,750,000 shares, respectively, of the Company’s common stock as payment for services. The Company recorded expense of $107,700 and $226,250, respectively, the fair value of the services received. |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies: Nature of Operations (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Nature of Operations | Nature of Operations The Company utilizes innovative technologies to acquire and manage data related to underground assets. The CompanyÂ’s services include pipeline data acquisition and professional data management. The Company is located in Sarver, Pennsylvania, and provides services throughout the United States. |
Note 1 - Summary of Significa_3
Note 1 - Summary of Significant Accounting Policies: Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Consolidation | Consolidation The CompanyÂ’s financial statements include its wholly-owned subsidiaries Geospatial Mapping Systems, Inc., and Utility Services and Consulting Corporation, which ceased operations in 2011. All material intercompany accounts and transactions have been eliminated in consolidation. |
Note 1 - Summary of Significa_4
Note 1 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Estimates and assumptions which, in the opinion of management, are significant to the underlying amounts included in the financial statements and for which it would be reasonably possible that future events or information could change those estimates include: Estimated useful lives of property and equipment; Estimated costs to complete fixed-price contracts; Realization of deferred income tax assets; Estimated number and value of shares to be issued pursuant to registration payment arrangements; These estimates are discussed further throughout these Notes to Financial Statements. |
Note 1 - Summary of Significa_5
Note 1 - Summary of Significant Accounting Policies: Going Concern (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Going Concern | Going Concern Since its inception, the Company has incurred net losses. In addition, the CompanyÂ’s operations and capital requirements have been funded since its inception by sales of its common and preferred stock and advances from its chief executive officer. At December 31, 2018, the CompanyÂ’s current liabilities exceeded its current assets by $3,437,617, and total liabilities exceeded total assets by $3,435,325. Those factors create an uncertainty about the CompanyÂ’s ability to continue as a going concern. The CompanyÂ’s management has implemented plans to secure financing sufficient for the CompanyÂ’s operating and capital requirements, and to negotiate settlements or extensions of existing liabilities. There can be no assurance that such efforts will be successful. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Note 1 - Summary of Significa_6
Note 1 - Summary of Significant Accounting Policies: Accounting Method (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Accounting Method | Accounting Method The CompanyÂ’s financial statements are prepared on the accrual method of accounting. |
Note 1 - Summary of Significa_7
Note 1 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt investments with a maturity of three months or less when purchased to be cash equivalents. |
Note 1 - Summary of Significa_8
Note 1 - Summary of Significant Accounting Policies: Accounts Receivable (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Accounts Receivable | Accounts Receivable Accounts receivable are presented in the balance sheet net of estimated uncollectible amounts. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. The Company had no allowance for doubtful accounts at December 31, 2018 and 2017. |
Note 1 - Summary of Significa_9
Note 1 - Summary of Significant Accounting Policies: Property and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes, and accelerated methods for tax purposes, based on estimated useful lives ranging from three to ten years. Depreciation expense was $8,328 and $34,784 for the years ended December 31, 2018 and 2017, respectively. Expenditures for major renewals and betterments that materially extend the useful lives of assets are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The Company leases equipment under leases with terms of three years. Each lease is analyzed using the criteria in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 840, Leases |
Note 1 - Summary of Signific_10
Note 1 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company records revenue in accordance with ASC 606, Revenue from Contracts With Customers i. Identify the contract with a customer. ii. Identify the performance obligations in the contract. iii. Determine the transaction price. iv. Allocate the transaction price to the performance obligations in the contract. v. Recognize revenue when the Company satisfies a performance obligation. Advance customer payments are recorded as deferred revenue until such time as the related performance obligations are met. Revenues are recorded net of sales taxes collected. |
Note 1 - Summary of Signific_11
Note 1 - Summary of Significant Accounting Policies: Deferred Debt Issuance Costs (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Deferred Debt Issuance Costs | Deferred Debt Issuance Costs Debt issuance costs are capitalized and amortized over the term of the related debt. The deferred debt issuance costs were fully amortized at December 31, 2018 and 2017. |
Note 1 - Summary of Signific_12
Note 1 - Summary of Significant Accounting Policies: Convertible Securities with Beneficial Conversion Features (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Convertible Securities with Beneficial Conversion Features | Convertible Securities with Beneficial Conversion Features During 2015, the Company issued a Secured Promissory Note of $1,000,000. The Company took additional loans of $350,000 against the Secured Promissory Note in 2016. The Secured Promissory Note is convertible at the lenderÂ’s option to the CompanyÂ’s common stock at a price per share of 75% of the average bid price of the CompanyÂ’s common stock for the ten trading days preceding the conversion. The Company recorded the Secured Promissory Note in accordance with FASB ASC 470-20, Debt with Conversion and Other Options |
Note 1 - Summary of Signific_13
Note 1 - Summary of Significant Accounting Policies: Accounting for Derivatives (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value, and is revalued at each reporting date, with changes in the fair value reported in the statements of operations. The Company has determined that the option to settle the Secured Promissory Note in shares of the CompanyÂ’s common stock is a derivative instrument. No additional liability was recorded for the derivative instrument. From the issuance of the Secured Promissory Note through August 31, 2017, a potentially unlimited number of shares could have been required to settle the Secured Promissory Note. On August 31, 2017, the Company and the lender entered into an Agreement and Amendment that instituted a floor on the conversion price, which limits the potential number of shares that could be required to settle the Secured Promissory Note. |
Note 1 - Summary of Signific_14
Note 1 - Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, The Company currently has a deferred tax asset resulting from differences in accounting methods for financial reporting and income tax reporting purposes. This deferred tax asset is completely offset by a valuation allowance due to the uncertainty of realization. The Company is subject to taxation in various jurisdictions. The Company continues to remain subject to examination by U.S. federal authorities and various state authorities for the years 2009 through 2017. Due to financial constraints, the Company has not filed its federal tax returns for 2009 through 2017. |
Note 1 - Summary of Signific_15
Note 1 - Summary of Significant Accounting Policies: Gains on Extinguishment of Debt (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Gains on Extinguishment of Debt | Gains on Extinguishment of Debt Due to significant cash flow problems, the Company has negotiated concessions on the amounts of certain liabilities and extensions of payment terms. The Company accounts for such concessions in accordance with FASB ASC 470-60, Troubled Debt Restructurings by Debtors Extinguishment of Liabilities |
Note 1 - Summary of Signific_16
Note 1 - Summary of Significant Accounting Policies: Stock-Based Payments (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Stock-Based Payments | Stock-Based Payments The Company accounts for its stock-based compensation in accordance with FASB ASC 718, Stock Compensation |
Note 1 - Summary of Signific_17
Note 1 - Summary of Significant Accounting Policies: Registration Payment Arrangements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Registration Payment Arrangements | Registration Payment Arrangements The Company is contractually obligated to issue shares of its common stock to certain investors for failure to register shares of its common stock under the Securities Act of 1933, as amended (the “Securities Act”). The Company records such obligations in accordance with FASB ASC 825-20, Registration Payment Arrangements |
Note 1 - Summary of Signific_18
Note 1 - Summary of Significant Accounting Policies: Segment Reporting (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Segment Reporting | Segment Reporting The Company operates as one segment. Accordingly, no segment reporting is presented. |
Note 1 - Summary of Signific_19
Note 1 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company believes that the following impending standards may have an impact on its future filings. The applicability of any standard will be evaluated by the Company and is still subject to review by the Company. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), a new revenue recognition standard that supersedes the existing standard and eliminates all industry-specific standards. The largely principles-based standard provides a comprehensive framework that can be applied to all contracts with customers, regardless of industry-specific or transaction-specific fact patterns. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities should apply the five-step model outlined in the standard to achieve that core principal. The Company adopted ASU 2014-09 on January 1, 2017. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which provides authoritative guidance regarding management’s evaluation of conditions or events that raise substantial doubts about an entity’s ability to continue as a going concern, management’s plans to mitigate the effect of the conditions or events that raise such doubts, and disclosure requirements for entities in which there exists a substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 was implemented by the Company on January 1, 2017. The implementation of ASU 2014-15 did not have a material effect on its consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates the concept of an extraordinary item from GAAP. As a result, an entity is no longer required to separately classify, present, or disclose extraordinary events and transactions; however, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained. ASU 2015-01 was adopted by the Company in 2017. The implementation of ASU 2015-01 did not have a material effect on the Company’s financial position or results of operations. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented as a direct deduction from the associated debt liability on the balance sheet. The Company adopted ASU 2015-03 in 2017. The implementation of ASU 2015-03 did not have a material effect on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 eliminates the current requirement for an entity to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The Company adopted ASU 2015-17 on January 1, 2018. The implementation of ASU 2015-17 did not have a material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ASU 2016-02 substantially retains the classification for leasing transactions as finance or operating leases. The new guidance establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For finance leases the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases the lessee would recognize straight-line total lease expense. ASU 2016-02 will be effective for the Company on January 1, 2019. The Company does not expect that the implementation of ASU 2016-02 will have a material effect on the Company’s consolidated financial statements. |
Note 3 - Accrued Expenses_ Sche
Note 3 - Accrued Expenses: Schedule of Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Accounts Payable and Accrued Liabilities | December 31, December 31, 2018 2017 Payroll and taxes $ 1,170,091 $ 1,067,197 Accounting 47,504 47,504 Contractors and subcontractors 5,300 10,227 Interest 2,918 2,243 Other 97,773 104,382 Accrued expenses $ 1,323,586 $ 1,231,553 |
Note 5 - Notes Payable_ Schedul
Note 5 - Notes Payable: Schedule of Current Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Current Notes Payable | December 31, 2018 December 31, 2017 Secured Promissory Note, payable to an individual, bearing interest at 20% per annum, due September 15, 2018, net of discount and deferred issuance costs. The note is convertible to common stock at the higher of 75% of the 10 day average bid price or $0.02 per share, and is secured by substantially all the assets of the Company $ 1,758,424 $ 1,455,041 Unsecured Convertible Promissory Notes, payable to two individuals, bearing interest at 15% per annum, net of deferred issuance costs. The notes are convertible at the holderÂ’s option to common stock at $0.015 per share 218,917 - Notes payable under settlement agreements with vendors, bearing no interest. 13,847 - Notes payable under settlement agreements with former employees, payable monthly with terms of up to twelve months, bearing no interest 51,484 32,133 Current notes payable $ 2,042,672 $ 1,487,174 |
Note 7 - Income Taxes_ Schedule
Note 7 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | 2018 2017 Current: Federal $ - $ - State - - - - Deferred: Federal (124,094) 4,790,403 State (65,658) (172,386) (189,752) 4,618,017 Total income taxes (189,752) 4,618,017 Less: valuation allowance 189,752 (4,618,017) Net income taxes $ - $ - |
Note 7 - Income Taxes_ Schedu_2
Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2018 2017 Federal statutory rate 21.0 % 21.0 % State income taxes (net of federal benefit) 7.9 7.9 Valuation allowance (28.9) (28.9) Effective rate 0.0 % 0.0 % |
Note 7 - Income Taxes_ Schedu_3
Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2018 December 31, 2017 Start-up costs $ 5,565 $ 12,413 Depreciation (40,499) (31,601) Accrued expenses 274,885 248,882 Net operating loss carryforward 12,182,800 12,003,305 Deferred income taxes 12,422,751 12,232,999 Less: valuation allowance (12,422,751) (12,232,999) Net deferred income taxes $ - $ - |
Note 8 - Net Loss Per Share o_2
Note 8 - Net Loss Per Share of Common Stock: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | 2018 2017 Net loss $ (1,207,382) $ (1,300,086) Weighted average number of shares of common stock outstanding 309,514,763 263,578,737 Dilutive potential shares of common stock 309,514,763 263,578,737 Net loss per share of common stock: Basic $ (0.00) $ (0.00) Diluted $ (0.00) $ (0.00) |
Note 8 - Net Loss Per Share o_3
Note 8 - Net Loss Per Share of Common Stock: Schedule of Securities not included in computation of Diluted Net Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Securities not included in computation of Diluted Net Loss per share | 2018 2017 Series C Convertible Preferred Stock 74,891,560 74,862,138 Options and warrants to purchase common stock 6,850,000 26,679,355 Secured Convertible Promissory Note 82,694,275 38,641,107 Unsecured Convertible Promissory Notes 7,287,233 - Total 171,723,068 140,182,600 |
Note 9 - Stock-Based Payments_
Note 9 - Stock-Based Payments: Schedule of Fair Value Measurement of Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Fair Value Measurement of Stock Options | 2018 2017 Risk-free interest rate 2.65% 2.40% Expected dividend yield None None Expected life of options 3 years 5 years Expected volatility rate 50% 50% Weighted average fair value of options granted $ 0.00 $ 0.00 |
Note 9 - Stock-Based Payments_2
Note 9 - Stock-Based Payments: Analysis of the Options to Purchase the Company's Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Analysis of the Options to Purchase the Company's Common Stock | Weighted Average Weighted Remaining Average Aggregate Contractual Total Exercise Fair Term Options Price Value (In Years) Total options outstanding at January 1, 2017 31,112,500 $ 0.21 Granted 500,000 0.21 Exercised - - Lapsed and forfeited (9,300,000) 0.46 Total options outstanding at December 31, 2017 22,312,500 $ 0.09 $ - 6.2 Options vested and expected to vest at December 31, 2017 20,312,500 $ 0.09 $ - 5.5 Options exercisable at December 31, 2017 20,312,500 $ 0.09 $ - 5.5 Total options outstanding at January 1, 2018 22,312,500 $ 0.09 Granted 112,000,000 0.03 Exercised - - Lapsed and forfeited (5,650,000) 0.14 Total options outstanding at December 31, 2018 128,662,500 $ 0.03 $ - 2.7 Options vested and expected to vest at December 31, 2018 16,662,500 $ 0.08 $ - 4.8 Options exercisable at December 31, 2018 16,662,500 $ 0.08 $ - 4.8 |
Note 9 - Stock-Based Payments_3
Note 9 - Stock-Based Payments: Analysis of Non-vested Options (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Analysis of Non-vested Options | Weighted Nonvested Average Options Fair Value Nonvested options at January 1, 2017 3,711,980 $ - Granted 500,000 - Vested (1,545,313) - Forfeited (666,667) - Nonvested options at December 31, 2017 2,000,000 - Granted 112,000,000 - Vested (1,500,000) - Forfeited (500,000) - Nonvested options at December 31, 2018 112,000,000 $ - |
Note 9 - Stock-Based Payments_4
Note 9 - Stock-Based Payments: Schedule of Fair Value Measurement of Stock Purchase Rights (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Fair Value Measurement of Stock Purchase Rights | 2018 2017 Risk-free interest rate 2.90% 1.99% Expected dividend yield None None Expected life of warrants 10 years 5 years Expected volatility rate 50% 50% Weighted average fair value of warrants granted $ 0.01 $ 0.01 |
Note 9 - Stock-Based Payments_5
Note 9 - Stock-Based Payments: Analysis of the warrants to purchase the Company's common stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Analysis of the warrants to purchase the Company's common stock | Weighted Average Weighted Remaining Average Aggregate Contractual Total Exercise Fair Term Warrants Price Value (In Years) Total warrants outstanding at January 1, 2017 50,175,088 $ 0.10 Granted 22,333,335 0.01 Exercised (4,525,750) 0.01 Lapsed and forfeited - - Total warrants outstanding at December 31, 2017 67,982,673 $ 0.07 $ - 3.8 Warrants vested and expected to vest at December 31, 2017 67,982,673 $ 0.07 $ - 3.8 Warrants exercisable at December 31, 2017 67,982,673 $ 0.07 $ - 3.8 Total warrants outstanding at January 1, 2018 67,982,673 $ 0.07 Granted 7,061,165 0.03 Exercised (10,000,000) 0.01 Lapsed and forfeited (2,344,207) 0.26 Total warrants outstanding at December 31, 2018 62,699,631 $ 0.07 $ 122,963 3.2 Warrants vested and expected to vest at December 31, 2018 62,699,631 $ 0.07 $ 122,963 3.2 Warrants exercisable at December 31, 2018 62,699,631 $ 0.07 $ 122,963 3.2 |
Note 9 - Stock-Based Payments_6
Note 9 - Stock-Based Payments: Analysis of the warrants to purchase the Company's Series B Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Analysis of the warrants to purchase the Company's Series B Stock | Weighted Average Weighted Remaining Average Aggregate Contractual Total Exercise Fair Term Warrants Price Value (In Years) Total warrants outstanding at January 1, 2017 344,992 $ 2.50 Granted - - Exercised - - Lapsed and forfeited - - Total warrants outstanding at December 31, 2017 344,992 $ 2.50 $ - 0.6 Warrants vested and expected to vest at December 31, 2017 344,992 $ 2.50 $ - 0.6 Warrants exercisable at December 31, 2017 344,992 $ 2.50 $ - 0.6 Total warrants outstanding at January 1, 2018 344,992 $ 2.50 Granted - - Exercised - - Lapsed and forfeited 344,992 2.50 Total warrants outstanding at December 31, 2018 - $ - $ - Warrants vested and expected to vest at December 31, 2018 - $ - $ - Warrants exercisable at December 31, 2018 - $ - $ - |
Note 1 - Summary of Signific_20
Note 1 - Summary of Significant Accounting Policies: Going Concern (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Working Capital (Deficiency) | $ (3,437,617) | |
Total stockholders' deficit | $ (3,435,325) | $ (2,838,495) |
Note 1 - Summary of Signific_21
Note 1 - Summary of Significant Accounting Policies: Accounts Receivable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Accounts Receivable, Allowance for Credit Loss | $ 0 | $ 0 |
Note 1 - Summary of Signific_22
Note 1 - Summary of Significant Accounting Policies: Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Depreciation | $ 8,328 | $ 34,784 |
Note 1 - Summary of Signific_23
Note 1 - Summary of Significant Accounting Policies: Convertible Securities with Beneficial Conversion Features (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Amortization of Debt Discount (Premium) | $ 52,269 | $ 65,969 |
Note 1 - Summary of Signific_24
Note 1 - Summary of Significant Accounting Policies: Gains on Extinguishment of Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Amortization of Liabilities | $ 0 | $ 47,852 |
Note 1 - Summary of Signific_25
Note 1 - Summary of Significant Accounting Policies: Registration Payment Arrangements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Accrued registration payment arrangement | $ 76,337 | $ 76,337 |
Registration payment arrangements | $ 0 | $ 432,578 |
Note 2 - Capital Stock (Details
Note 2 - Capital Stock (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Accrued registration payment arrangement | $ 76,337 | $ 76,337 |
Note 3 - Accrued Expenses_ Sc_2
Note 3 - Accrued Expenses: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Payroll and taxes | $ 1,170,091 | $ 1,067,197 |
Accounting | 47,504 | 47,504 |
Contractors and subcontractors | 5,300 | 10,227 |
Interest | 2,918 | 2,243 |
Other | 97,773 | 104,382 |
Accrued expenses | $ 1,323,586 | $ 1,231,553 |
Note 4 - Related-Party Transa_2
Note 4 - Related-Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Lease, Cost | $ 0 | $ 0 |
Finance Lease, Interest Expense | $ 48 |
Note 5 - Notes Payable_ Sched_2
Note 5 - Notes Payable: Schedule of Current Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current notes payable | $ 2,042,672 | $ 1,487,174 |
Secured Promissory Note | ||
Current notes payable | 1,758,424 | 1,455,041 |
Unsecured Convertible Promissory Notes, payable to two individuals | ||
Current notes payable | 218,917 | 0 |
Notes payable under settlement agreements with vendors | ||
Current notes payable | 13,847 | 0 |
Notes payable under settlement agreements with former employees | ||
Current notes payable | $ 51,484 | $ 32,133 |
Note 5 - Notes Payable_ Sched_3
Note 5 - Notes Payable: Schedule of Current Notes Payable - Parenthetical (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Secured Promissory Note | |
Debt Instrument, Interest Rate, Stated Percentage | 20.00% |
Debt Instrument, Maturity Date | Sep. 15, 2018 |
Debt Instrument, Convertible, Terms of Conversion Feature | convertible to common stock at the higher of 75% of the 10 day average bid price or $0.02 per share |
Debt Instrument, Collateral | is secured by substantially all the assets of the Company |
Unsecured Convertible Promissory Notes, payable to two individuals | |
Debt Instrument, Interest Rate, Stated Percentage | 15.00% |
Debt Instrument, Convertible, Terms of Conversion Feature | The notes are convertible at the holder’s option to common stock at $0.015 per share |
Notes payable under settlement agreements with vendors | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Notes payable under settlement agreements with former employees | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Debt Instrument, Payment Terms | payable monthly with terms of up to twelve months |
Note 7 - Income Taxes_ Schedu_4
Note 7 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred: | ||
Federal | (124,094) | 4,790,403 |
State | (65,658) | (172,386) |
Total income taxes | (189,752) | 4,618,017 |
Less: valuation allowance | 189,752 | (4,618,017) |
Net Income Taxes | $ 0 | $ 0 |
Note 7 - Income Taxes_ Schedu_5
Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Federal statutory rate | 21.00% | 21.00% |
State income taxes (net of federal benefit) | 7.90% | 7.90% |
Valuation allowance | (28.90%) | (28.90%) |
Effective rate | 0.00% | 0.00% |
Note 7 - Income Taxes_ Schedu_6
Note 7 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Deferred Tax Assets and Liabilities, Start-up Costs | $ 5,565 | $ 12,413 |
Deferred Tax Assets and Liabilities, Depreciation | (40,499) | (31,601) |
Deferred Tax Assets and Liabilities, Accrued Expenses | 274,885 | 248,882 |
Net operating loss carryforward | 12,182,800 | 12,003,305 |
Deferred income taxes | 12,422,751 | 12,232,999 |
Less: valuation allowance | (12,422,751) | (12,232,999) |
Net deferred income taxes | $ 0 | $ 0 |
Note 8 - Net Loss Per Share o_4
Note 8 - Net Loss Per Share of Common Stock: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Net loss | $ (1,207,382) | $ (1,300,086) |
Weighted average number of shares of common stock outstanding | 309,514,763 | 263,578,737 |
Dilutive potential shares of common stock | 309,514,763 | 263,578,737 |
Net loss per share of common stock: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Note 8 - Net Loss Per Share o_5
Note 8 - Net Loss Per Share of Common Stock: Schedule of Securities not included in computation of Diluted Net Loss per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Series C Convertible Preferred Stock | $ 74,891,560 | $ 74,862,138 |
Options and warrants to purchase common stock | 6,850,000 | 26,679,355 |
Secured Convertible Promissory Note | 82,694,275 | 38,641,107 |
Unsecured Convertible Promissory Notes | 7,287,233 | 0 |
Total | $ 171,723,068 | $ 140,182,600 |
Note 9 - Stock-Based Payments (
Note 9 - Stock-Based Payments (Details) - USD ($) | Aug. 20, 2013 | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants granted to investors and contractors | $ 7,061,165 | $ 22,333,335 | |
Fair value of warrants to purchase common stock | 37,963 | 170,000 | |
Deferred debt issuance cost | $ 0 | $ 0 | |
Warrants to purchase the Company's Series B Stock | 451,738 | ||
Warrants to purchase the Company's Series B Stock, Per Share | $ 2.50 | ||
Stock Issued During Period, Shares, Issued for Services | 7,180,000 | 8,750,000 | |
Sale of Stock, Consideration Received on Transaction | $ 107,700 | $ 226,250 | |
Stock options | |||
Fair Value Measurements, Valuation Techniques | the Black-Scholes option pricing model | ||
Stock purchase rights | |||
Fair Value Measurements, Valuation Techniques | Black-Scholes option pricing model |
Note 9 - Stock-Based Payments_7
Note 9 - Stock-Based Payments: Schedule of Fair Value Measurement of Stock Options (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2018$ / shares | Dec. 31, 2017$ / shares | |
Risk-free interest rate | 0.0265 | 0.0240 |
Expected dividend yield | 0 | 0 |
Expected Life | 3 years | 5 years |
Expected volatility rate | 0.5000 | 0.5000 |
Weighted average fair value of options granted | $ 0 | $ 0 |
Note 9 - Stock-Based Payments_8
Note 9 - Stock-Based Payments: Analysis of the Options to Purchase the Company's Common Stock (Details) - Options to purchase the Company's common stock - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 22,312,500 | 31,112,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.09 | $ 0.21 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 8 months 12 days | 6 years 2 months 12 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 112,000,000 | 500,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.03 | $ 0.21 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (5,650,000) | (9,300,000) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 0.14 | $ 0.46 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 128,662,500 | 22,312,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.03 | $ 0.09 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 16,662,500 | 20,312,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.08 | $ 0.09 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years 9 months 18 days | 5 years 6 months |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 16,662,500 | 20,312,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.08 | $ 0.09 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 9 months 18 days | 5 years 6 months |
Note 9 - Stock-Based Payments_9
Note 9 - Stock-Based Payments: Analysis of Non-vested Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance | 2,000,000 | 3,711,980 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 112,000,000 | 500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (1,500,000) | (1,545,313) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (500,000) | (666,667) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 112,000,000 | 2,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance | $ 0 | $ 0 |
Note 9 - Stock-Based Payment_10
Note 9 - Stock-Based Payments: Schedule of Fair Value Measurement of Stock Purchase Rights (Details) - Stock purchase rights | 12 Months Ended | |
Dec. 31, 2018$ / shares | Dec. 31, 2017$ / shares | |
Risk-free interest rate | 0.0290 | 0.0199 |
Expected dividend yield | 0 | 0 |
Expected Life | 10 years | 5 years |
Expected volatility rate | 0.5000 | 0.5000 |
Weighted average fair value of options granted | $ 0.01 | $ 0.01 |
Note 9 - Stock-Based Payment_11
Note 9 - Stock-Based Payments: Analysis of the warrants to purchase the Company's common stock (Details) - Warrants to purchase the Company's common stock - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 67,982,673 | 50,175,088 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.07 | $ 0.10 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 2 months 12 days | 3 years 9 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 7,061,165 | 22,333,335 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.03 | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (10,000,000) | (4,525,750) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.01 | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (2,344,207) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 0.26 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 62,699,631 | 67,982,673 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.07 | $ 0.07 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 62,699,631 | 67,982,673 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.07 | $ 0.07 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 122,963 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 3 years 2 months 12 days | 3 years 9 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 62,699,631 | 67,982,673 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.07 | $ 0.07 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 2 months 12 days | 3 years 9 months 18 days |
Note 9 - Stock-Based Payment_12
Note 9 - Stock-Based Payments: Analysis of the warrants to purchase the Company's Series B Stock (Details) - Warrants to purchase the Company's Series B Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 344,992 | 344,992 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 2.50 | $ 2.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 months 6 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 344,992 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 2.50 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 0 | 344,992 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0 | $ 2.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 0 | 344,992 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0 | $ 2.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 7 months 6 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | 344,992 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0 | $ 2.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 months 6 days |