Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | May 31, 2023 | |
Details | ||
Registrant CIK | 0001379245 | |
Fiscal Year End | --12-31 | |
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2016 | |
Document Transition Report | false | |
Entity File Number | 333-139045 | |
Entity Registrant Name | ENIGMA-BULWARK, LTD. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-4733512 | |
Entity Address, Address Line One | 3415 South Sepulveda Blvd., Suite 1100-#1234 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90034 | |
Phone Fax Number Description | Registrant's telephone number | |
City Area Code | 888 | |
Local Phone Number | 287-9994 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | true | |
Document Financial Statement Error Correction | true | |
Document Financial Statement Restatement Recovery Analysis | false | |
Entity Shell Company | false | |
Entity Public Float | $ 6,462 | |
Entity Listing, Par Value Per Share | $ 0.0002 | |
Entity Common Stock, Shares Outstanding | 136,591,547 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 0 | $ 14,769 |
Accounts receivable | 869 | 296 |
Other receivables | 5,985 | 0 |
Prepaid expenses | 806 | 806 |
Total current assets | 7,660 | 15,871 |
Non-current assets | ||
Investment in securities | 120,619 | 1,206,185 |
Property and equipment, net | 1,654 | 2,126 |
Intangible assets, unencumbered, net | 0 | 1,988,875 |
Intangible assets, pledged to creditors, net | 0 | 1,351,152 |
Other assets | 6,500 | 6,447 |
Total non-current assets | 128,773 | 4,554,785 |
TOTAL ASSETS | 136,433 | 4,570,656 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,206,531 | 1,240,470 |
Deferred revenue | 0 | 225,000 |
Notes and loans payable | 169,605 | 169,605 |
Notes payable, convertible | 688,755 | 688,755 |
Notes payable, convertible, related party | 500,230 | 500,230 |
Related party payables | 499,940 | 262,627 |
Total current liabilities | 3,065,061 | 3,086,687 |
Long-term liabilities | ||
Notes payable, related party, convertible, net of unamortized discount | 3,481,070 | 2,753,530 |
Total long-term liabilities | 3,481,070 | 2,753,530 |
Total liabilities | 6,546,131 | 5,840,217 |
Stockholders' deficit | ||
Preferred Stock | 0 | 0 |
Common stock, $0.001 par value, 250,000,000 shares authorized, 69,382,753 and 69,516,089 issued and outstanding | 69,382 | 69,516 |
Additional paid in capital | 11,025,120 | 10,920,448 |
Subscriptions receivable | 0 | (100) |
Accumulated deficit | (17,620,884) | (13,460,627) |
Accumulated comprehensive income | 116,684 | 1,201,202 |
Total stockholders' deficit | (6,409,698) | (1,269,561) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 136,433 | $ 4,570,656 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets | ||
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 | 250,000,000 | 250,000,000 |
Common Stock, Shares Issued and Outstanding | 69,382,753 | 69,516,089 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | ||
Service fees | $ 225,000 | $ 0 |
Product sales | 3,020 | 6,648 |
Total Revenue | 228,020 | 6,648 |
Cost of sales | 8,881 | 9,090 |
Gross profit (loss) | 219,139 | (2,442) |
Operating expenses | ||
Total operating expenses | 4,300,974 | 1,847,570 |
General and administrative expenses | 960,947 | 1,847,570 |
Impairment losses | 3,340,027 | 0 |
Operating loss | (4,081,835) | (1,850,012) |
Other income (expenses) | ||
Gain on write-off of accrued payroll taxes | 145,711 | 0 |
Gain on settlement of accounts payable | 33,075 | 0 |
Gain on reduction in promissory note and accrued interest | 0 | 305,576 |
Interest expense | (156,837) | (127,120) |
Discount amortization | (100,575) | (93,422) |
Realized gain on currency translation | 204 | 81 |
Total other income (expenses) | (78,422) | 85,115 |
Net loss | (4,160,257) | (1,764,897) |
Comprehensive income (loss) | ||
Unrealized gain on currency translation | 1,048 | 2,937 |
Unrealized gain (loss) on securities | (1,085,566) | 1,189,298 |
Net comprehensive income (loss) | (1,084,518) | 1,192,235 |
Net loss and comprehensive income (loss) | $ (5,244,775) | $ (572,662) |
Net loss per share - basic and diluted | $ (0.06) | $ (0.03) |
Weighted average common shares outstanding - basic and diluted | 69,382,753 | 67,572,526 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock, Shares | Common Stock, Value | Paid In Capital | Subscriptions Receivable | Accumulated Deficit | AOCI | Total |
Equity Balance at Dec. 31, 2014 | $ 59,965 | $ 8,126,703 | $ (1,600) | $ (11,695,730) | $ 8,967 | $ (3,501,695) | |
Equity Balance, Shares at Dec. 31, 2014 | 59,965,061 | ||||||
Issuance of common stock for services | 250 | (250) | 0 | ||||
Issuance of common stock for services, shares | 250,000 | ||||||
Issuance of common stock for cash | 3,533 | 409,280 | (37,813) | 375,000 | |||
Issuance of common stock for cash, shares | 3,533,147 | ||||||
Issuance of common stock for intellectual property | 5,707 | 1,706,245 | (5,707) | 1,706,245 | |||
Issuance of common stock for intellectua lproperty, shares | 5,706,506 | ||||||
Conversion of debt for common stock | 61 | 61,314 | 61,375 | ||||
Conversion of debt for common stock, shares | 61,375 | ||||||
Cash received from subsidiary | 674 | 674 | |||||
Beneficial conversion feature on related party convertible debt | 20,750 | 20,750 | |||||
Subscriptions received | 45,270 | 45,270 | |||||
Amortization of restricted stock awards | 595,482 | 595,482 | |||||
Net income (loss) | (1,764,897) | (572.662) | |||||
Net comprehensive income (loss) | 1,192,235 | ||||||
Equity Balance at Dec. 31, 2015 | 69,516 | 10,920,448 | (100) | (13,460,627) | 1,201,202 | (1,269,561) | |
Equity Balance, Shares at Dec. 31, 2015 | 69,516,089 | ||||||
Cancellation of common stock for services | (134) | 134 | 0 | ||||
Cancellation of common stock for services, shares | (133,336) | ||||||
Subscriptions received | (100) | 100 | 0 | ||||
Amortization of restricted stock awards | 104,072 | 104,072 | |||||
Reconciling adjustment | 566 | 566 | |||||
Net income (loss) | (4,160,257) | (5,244,775) | |||||
Net comprehensive income (loss) | (1,084,518) | ||||||
Equity Balance at Dec. 31, 2016 | $ 69,382 | $ 11,025,120 | $ 0 | $ (17,620,884) | $ 116,684 | $ (6,409,698) | |
Equity Balance, Shares at Dec. 31, 2016 | 69,382,753 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flow from operating activities | ||
Net loss and comprehensive income (loss) | $ (5,244,775) | $ (572,662) |
Comprehensive income (loss) | (1,084,518) | 1,192,235 |
Net loss | (4,160,257) | (1,764,897) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Amortization of deferred stock compensation | 104,072 | 595,482 |
Accruals converted to related party loans | 626,965 | 572,496 |
Depreciation and amortization | 472 | 257,078 |
Discount amortization | 100,575 | 93,422 |
Gain on write-off of accrued payroll taxes | (145,711) | 0 |
Gain on settlement of accounts payable | (33,075) | 0 |
Gain on reduction in promissory note and accrued interest | 0 | (305,576) |
Gain on foreign exchange | (204) | (81) |
Impairment losses | 3,340,027 | 0 |
Changes in operating assets and liabilities | ||
Increase in accounts receivable | (573) | (344) |
Decrease in refunds and claims receivable | 0 | 15,280 |
Increase in other receivables | (5,985) | 0 |
Increase in prepaid expenses | 0 | (90) |
Increase in other assets | (53) | 0 |
Increase in accounts payable and accrued expenses | 146,665 | 153,784 |
Decrease in deferred revenue | (225,000) | 0 |
Increase in related party payables | 237,313 | (34,106) |
Net cash used by operating activities | (14,769) | (417,552) |
Cash flow from investing activities | ||
Cash received from subsidiary | 0 | 674 |
Purchase of office equipment | 0 | (2,362) |
Net cash used by investing activities | 0 | (1,688) |
Cash flow from financing activities | ||
Repayment of loans payable | 0 | (50,264) |
Proceeds from issuance of common stock | 0 | 419,520 |
Net cash provided by financing activities | 0 | 369,256 |
Net decrease in cash | (14,769) | (49,984) |
Cash - beginning of period | 14,769 | 64,753 |
Cash - end of period | 0 | 14,769 |
NONCASH ACTIVITIES | ||
Common stock subscriptions receivable | (100) | 100 |
Conversion of debt into common stock | 0 | 61,375 |
Conversion of related party payable to related party convertible note payable | 626,965 | 572,496 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 45 | 0 |
Income taxes paid | $ 0 | $ 0 |
Overview and Nature of Business
Overview and Nature of Business | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Overview and Nature of Business | NOTE 1. OVERVIEW AND NATURE OF BUSINESS The Company was incorporated in Nevada on September 30, 2005, and is a headquartered in Los Angeles, California. Formerly PearTrack Security Systems, Inc., the Company’s name was changed to Enigma-Bulwark, Ltd., on October 9, 2019, pursuant to a majority of the Company’s shareholders and unanimous resolution of the board of directors. The Company is a security and risk management company that provides physical security, technology-systems integration, and risk management advisory services. Services offered to assess and mitigate risk include security guards, risk management analysis, and proprietary and third-party technology and software. Target markets include corporations, governments and individuals across the globe. The Company’s revenue is derived from advisory and service fees, product sales, and recurring and subscription revenue models. On January 21, 2015, the Company entered into an Assignment and Licensed Rights Agreement (“Assignment and License Agreement”) by and between the Company and PearLoxx Ltd. (“PearLoxx”) for the assignment and exclusive license to the Company of certain PearLoxx patented technology (the “Product”) in perpetuity. Pursuant to the terms and conditions of the Assignment and License Agreement, royalties are payable to PearLoxx on Adjusted Gross Revenue (“AGR”) generated by the Product as follows: 5% of AGR up to $5,000,000; 3% of AGR between $5,000,001 and $10,000,000; and 2.5% of AGR thereafter. On March 9, 2015, the Assignment and License Agreement was amended to, among other things, include as part of the consideration for the Product, the right for PearLoxx to purchase 5,706,506 shares of the Company’s Common Stock at $0.001 per share, valued at $1,711,952. The Company rebranded the PearLoxx product to EnigmaLok. As of December 31, 2016, the Company was structured with three wholly-owned subsidiaries: PearTrack Systems Group, Ltd. (“PTSG”), Ecologic Products, Inc. (“EPI”), and Ecologic Car Rentals, Inc. (“ECR”), all Nevada corporations. The Company’s current business activities are diversified into two specific markets: security and risk management, and remote/mobile asset tracking products. The Company intends to provide a unique solution to security issues in the intermodal shipping container marketplace, with its patented container tracking and locking system, EnigmaLok (formerly PearLoxx), the rights of which were licensed to the Company in perpetuity in 2015. Through the subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc., the Company continues its pursuits for strategic opportunities for its shareholders, as management believes that the brands have value for companies with environmentally-friendly consumer-related products and services. Going Concern The Company has incurred losses since inception resulting in a current year net loss of $5,244,775, an accumulated deficit of $17,620,884, and a working capital deficit of $3,057,401, and further losses are anticipated. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated 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 consolidated financial statements. The Company’s fiscal year end is December 31. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, PearTrack Systems Group, Ltd., Ecologic Products, Inc. and Ecologic Car Rentals, Inc. All significant inter-company accounts and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the estimates related to asset impairments of long-lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically, and the effects of revisions are reflected in the consolidated financial statements in the period it is determined to be necessary. Actual results could differ from these estimates. Fair Value Hierarchy The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: Level 1: Level 2: Level 3: The Company’s investment in securities are classified as Level 1 assets, and were valued using the quoted prices in the active market (Note 3). Fair Value of Financial Instruments As of December 31, 2016 and 2015, respectively, the carrying values of Company’s Level 1 financial instruments including cash and cash equivalents, investments in securities, accounts receivable, accounts payable, and short-term debt approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. Cash and Cash Equivalents The Company considers cash in banks, deposits in transit, and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. As of December 31, 2016 and 2015, the Company had no cash equivalents. Foreign Currency Translation Items included in the financial statements of the Company’s subsidiary are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in U.S. Dollars, which is the Company’s reporting currency. The results and financial position of PearTrack Systems Group, Ltd., the Company’s wholly-owned subsidiary, has a functional currency different from the reporting currency, the British Pound, and is translated into the reporting currency as follows: (i) (ii) (iii) Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of operations as other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to stockholders’ equity. During the years ended December 31, 2016 and 2015, respectively, unrealized exchange differences of $1,048 and $2,937 were recognized. As of December 31, 2016 and 2015, unrealized exchange differences of $8,127 and $7,079, respectively, have been accumulated. The following represents the accumulated unrealized exchange differences, which are excluded from earnings and reflected as a component of other comprehensive income: Unrealized Foreign Currency Exchange Balance, December 31, 2014 $ 4,142 Unrealized exchange differences during period 2,937 Balance, December 31, 2015 7,079 Unrealized exchange differences during period 1,048 Balance, December 31, 2016 $ 8,127 Investments in Securities Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method is appropriate. All other equity investments, which consist of investments for which the Company does not possess the ability to exercise significant influence, are accounted for under the mark to market method. Under the mark to market method of accounting, investments are marked to market, with unrealized gains and losses being excluded from earnings and reflected as a component of other comprehensive income. Property and Equipment Property and equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years. Intangible Assets Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives between 4 to 20 years. Application development stage costs for significant internally developed software projects are capitalized and amortized on a straight-line basis over the useful life, between 2 to 5 years. Costs to extend and maintain patents and trademarks are charged directly to expense as incurred. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. Due to the Company’s recurring losses and lack of revenue from its intellectual properties, its intellectual properties were evaluated for impairment, and it was determined that its intellectual property, with a carrying value of $3,340,027, was impaired. As a result, an impairment loss of $3,340,027 was recognized for the year ended December 31, 2016. Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into Common Stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the straight-line method. Revenue Recognition Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. The Company has continuing revenue from limited customer contracts for its tracking units and system. In addition, the Company provides consulting services as an additional revenue source. As of December 31, 2016, the Company has not commenced its principal operations, generating limited test sales of its security product line. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. As of December 31, 2016, the Company had not yet filed its 2013 through 2015 annual corporate income tax returns, which were filed in April 2022. Due to the Company’s recurring losses, no corporate income taxes were due for these periods. Net Income (Loss) Per Common Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, Common Stock equivalents, if any, are not considered in the computation. Other Comprehensive Income (Loss) Other comprehensive income includes unrealized gains and losses on securities available for sale, and unrealized gains and losses resulting from foreign exchange differences. During the years ended December 31, 2016 and 2015, other comprehensive income (losses) of ($1,084,518) and $1,192,235 have been recognized. As of December 31, 2016 and 2015, respectively, other comprehensive income (losses) of $116,684 and $1,201,202 have been accumulated. The following represents the accumulated comprehensive income activity: Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2014 $ 4,142 $ 4,825 $ 8,967 Gain (loss) 2,937 1,189,298 1,192,235 Balance, December 31, 2015 7,079 1,194,123 1,201,202 Gain (loss) 1,048 (1,085,566 ) (1,084,518 ) Balance, December 31, 2016 $ 8,127 $ 108,557 $ 116,684 Stock Based Compensation The Company records stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. Recent Accounting Pronouncements The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the U.S. Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on U.S. GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: Adopted 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. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for the Company’s consolidated financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 is part of the Simplification Initiative, and its objective is to simplify the measurement of inventory. This Update applies to inventory that is measured using FIFO or average cost, and requires an entity measure inventory at the lower of cost and net realizable value. The amendments in this Update are effective for the Company’s consolidated financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or Annual Reporting period. In September 2015, the FASB issued ASU 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments. ASU 2015-16 is part of the Simplification Initiative, and eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. Not Yet Adopted: In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10: Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition, measurement, presentation and disclosure of financial instruments. Among other changes, there will no longer be an available-for-sale classification for which changes in fair value are currently reported in other comprehensive income for equity securities with readily determinable fair values. Equity investments with readily determinable fair values will be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 will be effective for the Company beginning January 1, 2018, with early adoption not permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The ASU will be effective for the Company beginning January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation. The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this standard are effective for the Company’s annual year and first fiscal quarter beginning on January 1, 2017, with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 clarifies the accounting for licenses of intellectual property as well as the identification of distinct performance obligations in a contract. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for annual reporting periods beginning on or after December 15, 2016. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 addresses certain issues identified in the guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on eight specific cash flow issues, for which specific guidance had not previously been provided, with the objective of reducing the existing diversity in practice. The amendments in this update are effective for fiscal years beginning after December 15, 2017, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. As part of the Board’s initiative to reduce complexity in accounting standards. The amendments in this update are effective for Annual Reporting periods beginning after December 15, 2017, and interim periods. Early adoption is permitted for interim or annual reporting periods for which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810), Interests Held through Related Parties That Are Under Common Control. ASU 2016-17 amends the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. Recently Issued Accounting Standards Update There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Investment in Securities
Investment in Securities | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Investment in Securities | NOTE 3. INVESTMENT IN SECURITIES As of December 31, 2016 and 2015, the Company held 12,061,854 shares of Amazonas Florestal, Ltd. (OTC:AZFL) common stock. The securities are classified as Level 1 investments (Note 2, Fair Value Hierarchy), and are valued using the quoted market prices. During the years ended December 31, 2016 and 2015, respectively, ($1,085,566) and $1,189,298 in unrealized gains (losses) were recognized and included as part of comprehensive income (loss). As of December 31, 2016 and 2015, respectively, $108,557 and $1,194,123 in cumulative unrealized gains were recognized, and the securities held a fair value of $120,619 and $1,206,185. Management’s intent is to distribute the AZFL Shares in the form of a dividend, to the Company’s shareholders of record on March 16, 2012, once AZFL has filed an S1 Registration and registers the AZFL Shares. The date by which the Form S1 was to be filed was extended by mutual agreement to January 31, 2013. AZFL has not, to the Company’s knowledge, caused to register the AZFL shares by filing a Form S1, and is in default of its agreement with the Company. The Company has requested that AZFL complete the registration so the stock distribution can be completed. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following: December 31, 2016 December 31, 2015 Office equipment $ 2,362 $ 2,362 Accumulated depreciation (708 ) (236 ) Property and equipment, net $ 1,654 $ 2,126 During the years ended December 31, 2016 and 2015, respectively, $472 and $236 in depreciation was expensed. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS Intangible assets consists of the following: December 31, 2016 December 31, 2015 Intellectual property, unencumbered $ 2,156,245 $ 2,156,245 Accumulated amortization (167,370 ) (167,370 ) Impairment losses (1,988,875 ) -- Intellectual property, unencumbered, net -- 1,988,875 Intellectual property, pledged to creditors 1,567,060 1,567,060 Accumulated amortization (215,908 ) (215,908 ) Impairment losses (1,351,152 ) -- Intellectual property, pledged to creditors, net $ -- $ 1,351,152 During the years ended December 31, 2016 and 2015, respectively, the Company recognized $1,988,875 and $0 in impairment losses related to its unencumbered intellectual property, and $1,351,152 and $0 in impairment losses related to its intellectual property pledged to creditors, for a total of $3,340,027 and $0 in impairment losses. During the years ended December 31, 2016 and 2015, respectively, $0 and $256,842 in amortization was expensed. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Accounts Payable and Accrued Expenses | NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of: December 31, 2016 December 31, 2015 Accounts payable-vendors $ 655,340 $ 745,094 Accrued payroll and taxes 44,995 146,466 Accrued interest 505,703 348,910 Other liabilities 493 -- Total accounts payable and accrued expenses $ 1,206,531 $ 1,240,470 During the year ended December 31, 2016, management determined that there is no future sacrifice of economic benefit arising from certain debt previously recognized by the Company to transfer assets or provide services in the future. As a result, certain vendor accounts payable in the amount of $33,075, and previously accrued payroll taxes in the amount of $145,711, was extinguished, and a gain of $178,786 was recognized. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Deferred Revenue | NOTE 7. DEFERRED REVENUE In connection with a certain Service Agreement dated June 30, 2014 (the “Service Agreement”), revenue received in the amount of $450,000 was deferred, to be recognized over the term of the agreement, or twelve (12) months. During the years ended December 31, 2014, the Company recognized a total of $225,000 as revenues earned. Due to certain events beyond the Company’s control, the customer was unable to meet the terms of the Service Agreement, and the contract expired. There was no refund clause within the Service Agreement, and the remaining $225,000 in deferred revenues have been recognized during the year ended December 31, 2016. |
Notes and Loans Payable
Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Notes and Loans Payable | NOTE 8. NOTES AND LOANS PAYABLE Notes and loans payable consists of the following: December 31, 2016 December 31, 2015 Loans payable $ 44,605 $ 44,605 Notes payable, short term 125,000 125,000 Total notes and loans payable 169,605 169,605 Notes payable, short-term, convertible 688,755 688,755 Total $ 858,360 $ 858,360 Notes payable includes the following convertible promissory notes at December 31, 2016 and 2015: Description Principal Interest Rate (%) Conversion Price Maturity Date Kasper Group, Ltd. $ 188,755 7 $0.05 1 year from demand [1] Matrix Advisors, Inc. 500,000 5 $0.25 12/31/2015 [2] Total convertible notes payable $ 688,755 [1] No demand has been made [2] No change in terms of promissory note due to breach. The debt was converted in November 2021. Loans payable consists of monies loaned to the Company by a third-party for the purpose of overhead advances and product development. The loan is unsecured, bears no interest, and is payable upon demand. As of December 31, 2016 and 2015, respectively, $44,605 and $44,605 is outstanding, and no demand has been made. As of December 31, 2016 and 2015, respectively, notes payable consists of unsecured promissory notes issued in the principal sum of $125,000 and $125,000, and unsecured convertible promissory notes issued in the principal sum of $688,755 and $688,755. The notes bear interest at a rate of between 5 to 25 percent per annum, and are due within one (1) year of written demand or by December 31, 2015. The convertible promissory notes are convertible into restricted shares of the Company’s Common Stock at a conversion price of between $0.05 to $0.25 per share. During the years ended December 31, 2016 and 2015, respectively, interest in the amount of $65,392 and $65,213 was expensed. As of December 31, 2016 and 2015, respectively, interest in the amount of $293,782 and $228,390 has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Related Party Transactions | NOTE 9. RELATED PARTY TRANSACTIONS Related party transactions consists of the following: December 31, 2016 December 31, 2015 Notes payable-convertible-short-term $ 500,230 $ 500,230 Notes payable-long-term-secured 2,000,000 2,000,000 Less: unamortized discount (167,974 ) (254,716 ) Total long-term notes payable, secured, net of discount 1,832,026 1,745,284 Notes payable, convertible, long-term, subordinate 1,649,044 1,022,079 Less: unamortized discount -- (13,833 ) Total long-term convertible notes payable, unsecured, net of discount 1,649,044 1,008,246 Total long-term notes payable 3,481,070 2,753,530 Total notes payable 3,981,300 3,253,760 Accrued compensation 356,835 206,550 Reimbursable expenses/cash advances payable 143,105 56,077 Total related party payable 499,940 262,627 Total related party transactions $ 4,481,240 $ 3,516,387 Related party notes payable consists of the following convertible notes payable at December 31, 2016 and 2015: Description Principal Interest Rate (%) Conversion Price Maturity Date Short-term: Huntington Chase Financial Group $ 413,913 7 $0.05 1 year from demand [1] William Nesbitt 86,317 5 $0.05 Funding [2] Total short-term 500,230 Long-term: Huntington Chase Financial Group 683,000 5 $0.05 12/31/2021 E. William Withrow Jr. 539,580 5 $0.05 12/31/2021 John Macey 426,464 4 $0.25 12/31/2023 Total long-term 1,649,044 Total convertible notes payable $ 2,149,274 [1] No demand has been made [2] The requisite funding goals for repayment have not been met. All outstanding related party promissory notes bear interest at a rate of 5 to 7 percent per annum, are due and payable between one (1) year of written demand and December 31, 2023, or upon certain equity funding, and are convertible into the Company’s Common Stock at a price of between $0.05 to $0.25 per share. As of December 31, 2016 and 2015, respectively, affiliates and related parties are due a total of $4,481,240 and $3,516,387, which is comprised of promissory notes to related parties, net of unamortized discounts of $167,974 and $268,549, in the amount of $3,981,300 and $3,253,760, accrued compensation in the amount of $356,835 and $206,550, and reimbursed expenses/cash advances to the Company in the amount of $143,105 and $56,077; for a net increase of $964,853 and $322,607. During the years ended December 31, 2016 and 2015, respectively, promissory notes to related parties increased by $626,965 and $284,889, unamortized discounts decreased by $100,575 and $72,672, accrued compensation increased by $150,285 and $88,050, and reimbursable expenses/cash advances increased (decreased) by $87,028 and ($123,004). The following table summarizes the net changes to related party debt during the years ended December 31, 2015 and 2016: Total Promissory Notes Unamortized Discounts Accrued Compensation Expenses/Cash Advances Balance, 12/31/2014 $ 3,193,780 $ 3,237,420 $ (341,221 ) $ 118,500 $ 179,081 Increases 719,778 -- (20,750 ) 722,946 17,582 Decreases (397,171 ) (287,607 ) 93,422 (62,400 ) (140,586 ) Conversions -- 572,496 -- (572,496 ) -- Net change 322,607 284,889 72,672 88,050 (123,004 ) Balance, 12/31/2015 3,516,387 3,522,309 (268,549 ) 206,550 56,077 Increases 869,839 -- -- 777,250 92,589 Decreases 95,014 -- 100,575 -- (5,561 ) Conversions -- 626,965 -- (626,965 ) -- Net change 964,853 626,965 100,575 150,285 87,028 Balance, 12/31/2016 $ 4,481,240 $ 4,149,274 $ (167,974 ) $ 356,835 $ 143,105 During the years ended December 31, 2016 and 2015, respectively, promissory notes to related parties, net of unamortized discounts, increased by $727,540 and $357,561 as a result of an increase in accrued compensation owed to related parties in the amount of $626,965 and $572,496 converted to convertible promissory notes; a decrease in principal resulting from the correction of an error in the amount of $0 and $287,607 (Note 14); an increase in discounts resulting from beneficial conversion features in the amount of $0 and $20,750; and a decrease in unamortized discount in the amount of $100,575 and $93,422. During the years ended December 31, 2016 and 2015, respectively, $777,250 and $722,946 in related party compensation was accrued, of which $626,965 and $572,496 was converted into convertible promissory notes; and $0 and $62,400 in payments to related parties were made, for a net increase in accrued compensation in the amount of $150,285 and $88,050. During the years ended December 31, 2016 and 2015, respectively, reimbursable expenses/cash advances owed to related parties increased (decreased) by $87,028 and ($123,004) as a result of an increase in cash loans to the Company and expenses paid by related parties on behalf of the Company in the amount of $92,589 and $17,582; and repayments to related parties in the amount of $5,561 and $140,586. During the years ended December 31, 2016 and 2015, respectively, $91,401 and $39,500 in interest on related party loans was expensed. As of December 31, 2016 and 2015, respectively, $211,921 and $120,520 in interest on related party loans has been accrued, and is included as part of accrued expenses on the accompanying consolidated balance sheets. Promissory Notes On December 31, 2010, the Company issued a convertible promissory note to Huntington Chase Financial Group, an entity controlled by Mr. Edward W. Withrow III, a related party, in the modified principal sum of $260,000. Modifications to the note have been made through December 31, 2016, to adjust the principal balance to $260,000. The note bears interest at a rate of seven percent (7%) per annum, is due within one (1) year of written demand, and is convertible into the Company’s Common Stock at a conversion price of $0.05 per share. During the years ended December 31, 2016 and 2015, respectively, $11,230 and $11,200 in interest was expensed. As of December 31, 2016 and 2015, respectively, $42,792 and $16,616 in interest has been accrued. No demand for repayment has been made. On December 31, 2011, the Company issued a senior convertible promissory note to Mr. William B. Nesbitt, a related party, for unpaid compensation in the modified principal sum of $86,317 (Note 14). The note bears interest at a rate of five percent (5%) per annum, is payable when the Company reaches certain funding goals, and is convertible into the Company’s Common Stock at a conversion price of $0.05 per share. During the years ended December 31, 2016 and 2015, respectively, $4,328 and $1,127 in interest was expensed. As of December 31, 2016 and 2015, respectively, $20,016 and $15,688 in interest has been accrued. The requisite funding goals for repayment have not been met. On December 9, 2013, the Company, through its wholly-owned subsidiary, PTSG, issued a Zero Coupon Senior Secured Promissory Note (the “PTSG Note”) to seven (7) shareholders (the “Note Holders”), of which two (2) shareholders are also directors of the Company, in the aggregate sum of $2,000,000. The PTSG Note holds senior position above all other debt, bears no interest, is due within five (5) years, or by December 9, 2018, and is secured by an Intellectual Property Pledge and Security Agreement (the “Security Agreement”), which pledges the licensed intellectual property (the “PTSG IP”), the rights of which shall revert to the Note Holders in the event of the Company’s default. The non-interest bearing note was recorded at its present value on the date of issuance, using an imputed interest rate of 5%. The difference between the face value and its present value was recorded as a discount of $432,940, to be amortized over the term of the note. During the years ended December 31, 2016 and 2015, respectively, $86,742 and $86,505 in discount amortization was expensed. As of December 31, 2016 and 2015, respectively, $167,974 and $254,716 in unamortized discount remained. On December 31, 2013, the Company, through its wholly-owned subsidiary, Ecologic Products, Inc., issued a modification to consolidate all promissory notes issued to Huntington Chase Ltd., an entity controlled by Mr. Edward W. Withrow III, a related party, for cash loans made to the Company between 2009 and 2013 in the aggregate principal sum of $153,913, and assign the note in its entirety, including accrued interest of $27,368, to Huntington Chase Financial Group. The note bears interest at a rate of seven percent (7%) per annum, is due within one (1) year of written demand, and is convertible into the Company’s Common Stock at a conversion price of $0.07 per share. During the years ended December 31, 2016 and 2015, respectively, $10,804 and $10,773 in interest was expensed. As of December 31, 2016 and 2015, respectively, $59,720 and $48,916 in interest has been accrued. No demand for repayment has been made. On January 5, 2014, Mr. Adrian Pegler, a related party, was assigned $100,000 of the convertible promissory note issued by the Company to HCFG on December 31, 2010. The note bore interest at a rate of 7% per annum, was due within one (1) year of written demand, and was convertible into the Company’s Common Stock at a conversion price of $0.07 per share. During the years ended December 31, 2016 and 2015, respectively, $5,014 and $5,000 in interest was expensed. As a result of the holder’s default, the principal sum of $100,000 and interest accrued through December 31, 2016 in the amount of $14,946 reverted back to the assignor, HCFG. On December 31, 2014, the Company issued a convertible promissory note in the amount of $189,583 for unpaid compensation owed to Mr. E.William Withrow Jr. Modifications to the note have been made through December 31, 2016, to adjust the principal balance to $539,580. The note bears interest at a rate of five percent (5%) per annum, is due December 31, 2021, and is convertible into the Company’s Common Stock at a conversion price of $0.05 per share. A portion of the principal in the amount of $43,749, if converted at the applicable conversion price of $0.25, would result in a beneficial conversion feature. As a result, the difference between the conversion price and the market price was recorded as a discount on the note in the amount of $8,750. During the years ended December 31, 2016 and 2015, respectively, $5,833 and $2,917 in discount amortization, and $21,581 and $12,781 in interest, was expensed. As of December 31, 2016 and 2015, respectively, $0 and $5,833 of unamortized discount remained, and $34,362 and $12,781 in interest was accrued. On December 31, 2014, the Company issued a convertible promissory note in the amount of $260,000 for unpaid compensation owed to Huntington Chase Financial Group, an entity controlled by Mr. Edward W. Withrow III, a related party. Modifications to the note have been made through December 31, 2016, to adjust the principal balance to $683,000. The note bears interest at a rate of five percent (5%) per annum, is due December 31, 2021, and is convertible into the Company’s Common Stock at a conversion price of $0.05 per share. A portion of the principal in the amount of $60,000, if converted at the applicable conversion price of $0.25, would result in a beneficial conversion feature. As a result, the difference between the conversion price and the market price was recorded as a discount on the note in the amount of $12,000. During the years ended December 31, 2016 and 2015, respectively, $8,000 and $4,000 in discount amortization, and $26,740 and $16,586 in interest, was expensed. As of December 31, 2016 and 2015, respectively, $0 and $8,000 of unamortized discount remained, and $43,326 and $16,586 in interest was accrued. On December 31, 2015, the Company issued a convertible promissory note in the principal amount of $214,500 for unpaid compensation owed to Mr. John D. Macey. Modifications to the note have been made through December 31, 2016, to adjust the principal balance to $426,424. The note bears interest at a rate of four percent (4%) per annum, is due December 31, 2023, and is convertible into the Company’s Common Stock at a conversion price of $0.25 per share. During the years ended December 31, 2016 and 2015, respectively, $11,705 and $0 in interest was expensed. As of December 31, 2016 and 2015, respectively, $11,705 and $0 in interest was accrued.. Agreements On December 4, 2013, the Company, through its wholly-owned subsidiary, PTSG, entered into an Employment Agreement with Mr. E. William Withrow Jr., for his services as President and Chief Executive Officer of the Company (the “Agreement”). The Agreement is for an initial term of two (2) years, extending annually thereafter, and provides for compensation of $175,000 per year, as well as customary employee benefits and a bonus plan contingent upon the Company’s performance. In addition, the Agreement includes a grant to purchase 1,000,000 restricted shares of the Company’s Common Stock, valued at $250,000, at a price of $0.001 per share. On December 4, 2013, the Company, through its wholly-owned subsidiary, PTSG, entered into a consulting agreement with Huntington Chase Financial Group, for the services of Mr. Edward W. Withrow III a related party,. The consulting agreement provides for compensation in the amount of $240,000 per annum for an initial term of four (4) years. On December 9, 2013, the Company, through its wholly-owned subsidiary, PTSG, entered into a consulting agreement with Mr. John D. Macey, a Board member, for his services in the area of technology, sales and marketing. The consulting agreement, commencing January 1, 2014, provides for compensation in the amount of $60,000 per year for a period of two (2) years. On December 1, 2014, the consulting agreement was superseded by an employment agreement with Mr. Macey to serve as Chief Technology Officer. The employment agreement replaces any other written agreement with the Company or its subsidiaries, provides for compensation of $198,000 per year for a period of two (2) years, as well as customary employee benefits and a bonus plan contingent upon the Company’s performance. The agreement expired November 30, 2016, and was not renewed. On December 1, 2014, the Company entered into a consulting agreement with MJ Management Services, Inc., for the services of Ms. Calli R. Bucci to serve as Chief Financial Officer. The agreement is for an initial term of three (3) years, and provides for compensation of $120,000 per year, as well as expense reimbursements, and an initial stock award of 500,000 restricted shares of the Company’s Common Stock, valued at $149,500, at a price of $0.001 per share. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Commitments and Contingencies | NOTE 10. COMMITMENTS AND CONTINGENCIES On December 9, 2013, the Company, through its wholly-owned subsidiary, PTSG, issued a Zero Coupon Senior Secured Promissory Note (the “Secured Note”) in the aggregate sum of $2,000,000. Pursuant to terms and conditions of the Secured Note, principal payments may be made prior to maturity without penalty when/if the Company meets certain funding and earnings goals. Payments are defined as follows: 1) 10% of any equity investment of $2,100,000 or more; or 2) $250,000 each year the Company’s retained earnings reaches or exceeds $1,500,000; or 3) $250,000 each year the Company’s EBITDA reaches or exceeds $3,000,000. As of December 31, 2016 and 2015, no contingent payments have been made. On June 30, 2014, the Company entered into two (2) License Agreements (“License Agreements”) for the non-exclusive license to the Company in perpetuity of certain patented technology (the “Licensed Product”) in the private sector corporate and enterprise markets, and the public sector government markets. In accordance with the License Agreements, an initial licensing fee of $450,000, or $225,000 per agreement, was made upon execution. In addition, royalty payments equal to 12% of gross revenues generated from the sale, lease or licensing of the Licensed Product are payable to the licensor. As of December 31, 2016, the Company has not commenced sales of the Licensed Product. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Capital Stock | NOTE 11. CAPITAL STOCK The total number of authorized shares of Common Stock that may be issued by the Company is 250,000,000 shares with a par value of $0.001; and the total number of authorized preferred stock is 25,000,000 shares with a par value of $0.001. During the years ended December 31, 2016 and 2015, respectively, 0 and 3,533,147 shares of the Company’s restricted Common Stock, valued at $0 and $412,813, were issued for cash in the amount of $0 and $412,813. As a result, $0 and $409,280 was recorded to additional paid in capital. During the years ended December 31, 2016 and 2015, respectively, 0 and 5,706,506 shares of the Company’s restricted Common Stock, valued at $0 and $1,711,952, were issued for the acquisition of intellectual property, for cash in the amount of $0 and $5,707. As a result, $0 and $1,706,245 was recorded to additional paid in capital. During the years ended December 31, 2016 and 2015, respectively, 0 and 250,000 shares of the Company’s restricted Common Stock, valued at $0 and $57,500, were granted at a price of $0.001 per share, for services to be provided over a period of twelve (12) months. As a result, $0 and $57,250 was recorded to deferred compensation, and $0 and $57,250 was recorded to additional paid in capital. During the years ended December 31, 2016 and 2015, respectively, 0 and 61,375 shares of the Company’s restricted Common Stock were issued in connection with the conversion of debt in the amount of $0 and $61,375. As a result, $0 and $61,314 was recorded to additional paid in capital. During the years ended December 31, 2016 and 2015, respectively, 133,336 and 0 shares of the Company’s restricted Common Stock were canceled in connection with consulting services not provided pursuant to consulting agreements. As a result, $134 and $0 was recorded to additional paid in capital. During the years ended December 31, 2016 and 2015, respectively, subscriptions receivable in the amount of $100 and $0 were canceled. As a result, $100 and $0 was recorded to additional paid in capital. During the years ended December 31, 2016 and 2015, respectively, a total of $104,072 and $595,481 in deferred stock compensation was expensed. Deferred stock compensation of $0 and $104,072 remained at December 31, 2016 and 2015, respectively. As of December 31, 2016 and 2015, respectively, the Company had 69,382,753 and 69,516,089 shares of Common Stock issued and outstanding. |
Stock Options and Awards
Stock Options and Awards | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Stock Options and Awards | NOTE 12. STOCK OPTIONS AND AWARDS Stock Options As of December 31, 2016 and 2015, respectively, the Company had 102,500 and 327,500 stock options issued and outstanding. Outstanding and Exercisable Options Remaining Exercise Price Number of Contractual Life times Number Weighted Average Exercise Price Shares (in years) of Shares Exercise Price $3.20 102,500 4.30 $ 328,000 $3.20 102,500 $ 328,000 $3.20 Options Activity Number Weighted Average of Shares Exercise Price Outstanding at December 31, 2014 371,000 $2.74 Granted -- -- Exercised -- -- Expired / Cancelled (43,500 ) ($2.74) Outstanding at December 31, 2015 327,500 $2.65 Granted -- -- Exercised -- -- Expired / Cancelled (225,000 ) ($2.76) Outstanding at December 31, 2016 102,500 $3.20 During the years ended December 31, 2016 and 2015, respectively, the Company expensed no stock option compensation. There remained no deferred stock option compensation at December 31, 2016 and 2015. Restricted Stock Awards During the years ended December 31, 2016 and 2015, respectively, 0 and 250,000 restricted stock awards were granted, valued at $0 and $57,250; and 572,921 and 2,433,331 restricted stock awards vested, for which $104,072 and $595,482 in deferred stock compensation was expensed. As of December 31, 2016 and 2015, respectively, there remained 0 and 572,921 shares to be vested, and $0 and $104,072 in deferred stock compensation to be expensed. Restricted Stock Awards Activity Number of Deferred Shares Compensation Outstanding at December 31, 2014 2,756,252 $ 642,304 Granted 250,000 57,250 Vested (2,433,331 ) (595,482 ) Forfeited/Canceled -- -- Outstanding at December 31, 2015 572,921 104,072 Granted -- -- Vested (572,921 ) (104,072 ) Forfeited/Canceled -- -- Outstanding at December 31, 2016 -- $ -- |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Income Taxes | NOTE 13. INCOME TAXES A reconciliation of the expected statutory federal and state taxes and the total income tax expense (benefit) at December 31, 2016 and 2015, was as follows: December 31, 2016 December 31, 2015 Loss and comprehensive loss before taxes $ (5,244,775 ) $ (572,662 ) Comprehensive income (loss) 1,084,518 (1,192,316 ) Loss before taxes (4,160,257 ) (1,764,978 ) Statutory rate (Fed & State(s)) 43% 43% Computed expected tax payable (recovery) (1,657,300 ) (703,100 ) Tax effect of non-deductible expenses: Impairment loss 1,330,500 -- Discount amortization 40,100 37,300 Other 200 1,100 Total tax effect of non-deductible expenses 1,370,800 38,400 Change in valuation allowance 286,500 664,700 Income tax expense $ -- $ -- Reported income taxes: Federal $ -- $ -- State -- -- Total $ -- $ -- The significant components of deferred income tax assets and liabilities at December 31, 2016 and 2015, are as December 31, 2016 December 31, 2015 Net operating loss carried forward $ 4,558,400 $ 4,490,500 Officers’ accrued compensation 822,400 627,400 Accrued related party interest 71,600 48,000 Valuation allowance (5,452,400 ) (5,165,900 ) Net deferred income tax asset $ -- $ -- During the year ended December 31, 2016, the Company realized extinguishment of debt principal in the amount of $178,786. Per Internal Revenue Code (“IRC”) Section 108(a) (1) (A) the extinguishment of debt principal is excluded from taxable income for the Company. However, any available tax attributes must be released up and to the amount of the extinguishment. Therefore, net operating loss carryforwards were released for the amount of income excluded from taxable income. The remaining net operating losses available to use toward future taxable income are as follows: Tax Year Net Operating Loss Expires 2009 $ 1,044,200 2029 2010 2,542,800 2030 2011 2,403,700 2031 2012 746,200 2032 2013 767,900 2033 2014 2,096,500 2034 2015 1,543,900 2035 2016 349,300 2036 Total $ 11,494,500 As of December 31, 2016, the Company had approximately $11,494,500 of federal net operating losses. The Company is open to examinations for the tax year 2011 through the current tax year. |
Error Correction
Error Correction | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Error Correction | NOTE 14. CORRECTION OF ERROR During 2023, the Company discovered that the Convertible Promissory Note dated December 31, 2011, as modified through December 31, 2014, issued to Mr. William B. Nesbitt (Note 9) was overstated. The overstatement was the result of an error made in the accrual of compensation in connection with Mr. Nesbitt’s underlying Employment Agreement. The error resulted in overstatements of general and administrative expense for the years ended December 31, 2012 through 2014, and interest expense for the years ended December 31, 2012 through 2015. The errors have been corrected by restating each of the affected financial statement line items for the year ended December 31, 2015, and recognizing a gain on extinguished debt for the cumulative effect on the consolidated statements of operations. The following tables summarize the impacts on the Company’s consolidated financial statements: As previously reported December 31, 2015 Adjustments As restated December 31, 2015 CONSOLIDATED BALANCE SHEETS Assets Current assets $ 15,871 $ -- $ 15,871 Non-current assets 4,554,785 -- 4,554,785 Total assets $ 4,570,656 $ -- $ 4,570,656 Liabilities Current liabilities Accounts payable and accrued expenses $ 1,272,819 $ (32,349 ) [1] $ 1,240,470 Notes payable-short term convertible-related party 787,837 (287,607 ) [2] 500,230 Other current liabilities 1,345,987 -- 1,345,987 Total current liabilities 3,406,643 (319,956 ) 3,086,687 Long-term liabilities 2,753,530 -- 2,753,530 Total liabilities 6,160,173 (319,956 ) 5,840,217 Stockholders' deficit Accumulated deficit (13,780,583 ) 319,956 [3][4] (13,460,627 ) Other equity 12,191,066 -- 12,191,066 Total stockholders' deficit (1,589,517 ) 319,956 (1,269,561 ) Total liabilities and stockholders' deficit $ 4,570,656 $ -- $ 4,570,656 CONSOLIDATED STATEMENTS OF OPERATIONS Operating loss $ (1,850,012 ) $ -- $ (1,850,012 ) Other income (expenses) Gain on extinguished debt -- 305,576 [3] 305,576 Interest expense (141,500 ) 14,380 [4] (127,120 ) Other income (expenses) (93,341 ) -- (93,341 ) Total other income (expenses) (234,841 ) 319,956 85,115 Net loss (2,084,853 ) 319,956 (1,764,897 ) Net comprehensive loss 1,192,235 -- 1,192,235 Net loss and comprehensive loss $ (892,618 ) $ 319,956 $ (572,662 ) Net loss per share - basic and diluted $ (0.03 ) $ -- $ (0.03 ) [1] Cumulative correction to accrued interest [2] Cumulative correction to principal portion of promissory note [3] Cumulative correction to principal portion of promissory note [2] and changes to interest expense through 2014 of $17,968 [4] Correction for changes to 2015 interest expense |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Subsequent Events | NOTE 15. SUBSEQUENT EVENTS The Company has evaluated the events and transactions for recognition or disclosure subsequent to December 31, 2016, and has determined that there have been no events that would require disclosure, with the exception of the following: During the period January 1, 2017, to December 31, 2022, the Company increased its loans from related parties by $1,523,628, from a total of $4,481,240 at December 31, 2016, to $6,004,868 at December 31, 2022. The increase represents (a) an increase in promissory notes in the amount of $1,507,871, as a result of (i) $299,750 reclassified from non-related party transactions, (ii) $426,464 reclassified to non-related party transactions, (iii) $4,803,521 converted from accrued compensation, (iv) an increase in discounts resulting from beneficial conversion features of $1,052,494, (v) a decrease in long-term secured promissory notes in the amount of $2,000,000 resulting from the cancellation of debt, (vi) a decrease in unamortized discount of $909,590, (vii) payments to the Company in the amount of $5,500 for stock award payments, (viii) $521,557 converted to Common Stock, and (ix) payments to related parties in the amount of $499,975; (b) an increase in accrued compensation of $121,888 as a result of (i) $5,043,881 in accrued compensation, of which $4,803,521 was converted into promissory notes, (ii) $55,000 in accrued compensation reclassified to non-related party transactions, (iii) payments to the Company in the amount of $6,500 for related party stock awards, and (iv) payments to related parties in the amount of $55,972; and (c) a decrease in reimbursable expenses and cash advances to the Company of $106,131. All outstanding related party promissory notes bear interest at the rate of 5 to 7 percent per annum, are due and payable between one (1) year of written demand and December 31, 2024, or upon certain equity funding, and are convertible into the Company’s Common Stock at a price of between $0.05 to $0.25 per share, or the 20-day average trading price. On October 1, 2018, the Company entered into an Employment Agreement with Mr. Kyle W. Withrow to serve as the Company’s Chief Executive Officer. The agreement is for an initial term of three (3) years, and provides a base compensation of $150,000 per year, as well as customary bonuses and employee benefits. In addition, the agreement includes a grant to purchase 1,000,000 shares of the Company’s restricted Common Stock, valued at $10,000, for $0.001 per share. On October 1, 2018, in connection with the Employment Agreement, the Company issued 1,000,000 shares of its restricted Common Stock at $0.001 per share, for cash in the amount of $1,000. On October 11, 2018, the Company executed an Intellectual Property Agreement (the “Safer Agreement”) with Safer, Inc., a Florida corporation (the “Seller”), for the acquisition of certain intellectual property, as defined within the Safer Agreement, in the area of security and risk management (“Intellectual Property”). Pursuant to the Safer Agreement, in exchange for all rights, title and interest in the Intellectual Property, among other things, the Company shall deliver to Seller: 1. Common Stock Purchase Agreement providing for the Seller the right to purchase 3,500,000 shares of the Company’s restricted Common Stock at a price of $0.001 per share, for $3,500 cash; and 2. Revenue Sharing Agreement providing for a cash earn-out of 3% to be paid to the Seller, up to $1,000,000 paid to Seller, derived from the Adjusted Gross Revenue generated by the Company in connection with the Intellectual Property; and 3. Royalty Agreement providing for a royalty of 1.5% of the Adjusted Gross Revenue generated by the Company in connection with the Intellectual Property. On October 11, 2018, in connection with the Safer Agreement, the Company issued 3,500,000 shares of its restricted Common Stock at $0.001 per share, for cash in the amount of $3,500. On November 1, 2018, the Company entered into a consulting agreement with MJ Management Services, Inc., for the services of Ms. Calli R. Bucci to serve as the Company’s Chief Financial Officer. The agreement replaces any other written agreement with the Company or its subsidiaries, is for an initial term of three (3) years, and provides a base compensation of $150,000 per year, to be deferred until the Company reaches certain funding goals. In addition, the agreement includes a grant of 500,000 options to purchase shares of the Company’s Common Stock at an exercise price of $0.10 per share. The options are exercisable for a period of five (5) years, vest quarterly over a period of twenty-four (24) months, and were valued at $0 using the Black-Scholes method. The assumptions used in valuing the options were: expected term 4.75 years, expected volatility 35.59%, risk free interest rate 2.96%, and dividend yield 0%. On November 1, 2018, the Company entered into a Consulting Agreement with Huntington Chase LLC for the services of Mr. Edward W. Withrow III. The agreement replaces any other written agreement with the Company or its subsidiaries, is for an initial term of three (3) years, and provides a base compensation of $240,000 per year. On December 31, 2018, in connection with the Company’s inability to successfully commercialize the intellectual property acquired from PearTrack Systems Group in 2013 (collectively, the “PearTrack IP”), all rights, title and interest in the PearTrack IP reverted to the former licensees and, pursuant to the terms of the Security Agreement, the related Senior Secured Promissory Note (the “Note”) issued to the former licensees (the “Note Holders”) is canceled. In addition, all rights to future royalties collectible under any sub-license previously issued by the Company for the PearTrack IP reverts to the Note Holders. As a result, in 2018, the Company has recognized a gain on the extinguishment of debt of $2,000,000. On May 1, 2019, the Company entered into Consulting Agreement with Mr. David Rocke. The agreement is for an initial term of three (3) years, and provides a base compensation of $150,000 per year, to be deferred until the Company reaches certain funding goals, as well as 12.5% of Enigma-Bulwark Security, Inc. adjusted gross earnings, as defined within the agreement. In addition, the agreement includes a grant of 6,875,093 options to purchase shares of the Company’s Common Stock, valued at $39,875 using the Black-Scholes method, at an exercise price of $0.005 per share. The options are exercisable for a period of five (5) years, of which 50% vest when certain performance goals are met, and the remainder vest when certain funding goals are met. The assumptions used in valuing the options were: expected term 4.00 years, expected volatility 38.58%, risk free interest rate 2.15%, and dividend yield 0%. On May 1, 2019, the Company, through its wholly-owned subsidiary, Enigma-Bulwark Risk Management, Inc., entered into Consulting Agreement with Mr. Michael Gabriele, to serve as its President, and the President of its subsidiary, Enigma-Bulwark Security, Inc. The agreement is for an initial term of three (3) years, and provides a base compensation of $175,000 per year, to be deferred until the Company reaches certain funding goals, as well as 12.5% of Enigma-Bulwark Security, Inc. adjusted gross earnings, as defined within the agreement. In addition, the agreement includes a grant of 2,750,040 options to purchase shares of the Company’s Common Stock, valued at $15,950 using the Black-Scholes method, at an exercise price of $0.005 per share. The options are exercisable for a period of five (5) years, of which 50% vest when certain performance goals are met, and the remainder vest when certain funding goals are met. The assumptions used in valuing the options were: expected term 4.00 years, expected volatility 38.58%, risk free interest rate 2.15%, and dividend yield 0%. On August 29, 2019, the Company entered into a Non-Compete, Non-Dilution and Registration Rights Agreement (“NC Agreement”) with Mr. David Rocke. The agreement is for an initial term of five (5) years, and provides as compensation a grant to purchase 6,667,000 shares of the Company’s restricted Common Stock, valued at $66,670, for $0.001 per share, plus the issuance of shares of the Company’s restricted Common Stock equal to seven percent (7%) of any issuance of Common Stock through May 15, 2019, originating from any financial instrument issued by the Company or its subsidiaries, in exchange for certain restrictions placed upon Mr. Rocke’s business activities. On August 29, 2019, the Company entered into a Non-Compete, Non-Dilution and Registration Rights Agreement (“NC Agreement”) with Mr. Michael Gabriele. The agreement is for an initial term of five (5) years, and provides as compensation a grant to purchase 6,667,000 shares of the Company’s restricted Common Stock, valued at $66,670, for $0.001 per share, plus the issuance of shares of the Company’s restricted Common Stock equal to seven percent (7%) of any issuance of Common Stock through May 15, 2019, originating from any financial instrument issued by the Company or its subsidiaries, in exchange for certain restrictions placed upon Mr. Gabriele’s business activities. On August 29, 2019, in connection with the Rocke and Gabriele NC Agreement, the Company issued 13,334,000 shares of its restricted Common Stock at $0.001 per share for cash in the amount of $13,334, plus 210,000 shares under the non-dilution provision at $0.001 per share for cash in the amount of $210. On August 30, 2019, the Company formed Enigma-Bulwark Risk Management, Inc., a Delaware corporation and wholly-owned subsidiary, and acquired 100% of the Common Stock of Enigma-Bulwark Security, Inc., a Delaware corporation also formed by the Company. On September 1, 2019, the Company, through its wholly-owned subsidiary, Enigma-Bulwark Risk Management, Inc., entered into Consulting Agreement with Mr. Clive Oosthuizen to serve as its Chief Executive Officer. The agreement is for an initial term of three (3) years, and provides a base compensation of $180,000 year one, $210,000 year two, and $240,000 year three, to be deferred until the Company reaches certain funding goals. In addition, the agreement includes a $25,000 signing bonus, and a grant of 1,250,000 options to purchase shares of the Company’s Common Stock, valued at $625 using the Black-Scholes method, at an exercise price of $0.05 per share. The options are exercisable for a period of five (5) years, and vest periodically over a period of thirty-six (36) months. The assumptions used in valuing the options were: expected term 5.75 years, expected volatility 41.3%, risk free interest rate 1.84%, and dividend yield 0%. On September 20, 2019, in connection with the exercise of certain stock options, the Company issued 4,010,470 shares of its restricted Common Stock to related parties at an exercise price of $0.005, for cash in the amount of $20,052. On October 1, 2019, the Company entered into a Consulting Agreement with Ms. Yinuo Jiang to serve as the Company’s Corporate Secretary effective October 8, 2019, among other duties. The agreement is for an initial term of three (3) years, and provides a base compensation of $100,000 per year, to be deferred until the Company reaches certain funding goals. In addition, the agreement includes a grant to purchase 1,000,000 shares of the Company’s restricted Common Stock, valued at $10,000, for $0.001 per share. On , in connection with the Consulting Agreement, the Company issued 1,000,000 shares of its restricted Common Stock at $0.001 per share, for cash in the amount of $1,000. On , pursuant to a resolution of the board of directors, the Company issued an aggregate of 6,000,000 shares of its restricted Common Stock, valued at $60,000, to its officers and directors, at $0.001 per share, for cash in the amount of $6,000. On October 10, 2019, the Company entered into a Non-Compete, Non-Dilution and Registration Rights Agreement (“NC Agreement”) with Mr. Clive Oosthuizen. The agreement is for an initial term of five (5) years, and provides as compensation a grant to purchase 4,000,000 shares of the Company’s restricted Common Stock, valued at $360,000, for $0.001 per share, plus the issuance of shares of the Company’s restricted Common Stock equal to four and one-half percent (4.5%) of any issuance of Common Stock originating from any financial instrument issued by the Company or its subsidiaries during the term, in exchange for certain restrictions placed upon Mr. Oosthuizen’s business activities. On October 10, 2019, in connection with the Oosthuizen NC Agreement, the Company issued 4,000,000 shares of its restricted Common Stock at $0.001 per share for cash in the amount of $4,000. On December 20, 2019, in connection with the exercise of certain stock options, the Company issued 802,094 shares of its restricted Common Stock to related parties at an exercise price of $0.005 for cash in the amount of $4,010. On September 8, 2020, the Company, through its wholly-owned subsidiary, Enigma-Bulwark Risk Management, Inc., entered into a Joint Venture Agreement (the “JV Agreement”) with Prime African Security, Ltd., a South African corporation (“Prime”), to provide security and risk management services in South Africa. The joint venture formed Prime Enigma Africa (Pty) Ltd., a South African corporation (the “Joint Venture”), for which Prime owns 51% of the Common Stock and the Company owns 49%. The JV Agreement is for an initial term of three (3) years, and automatically renews unless canceled in writing by either party. On August 31, 2021, in connection with the conversion of related party debt in the amount of $1,238,251, the Company issued an aggregate of 23,066,991 shares of its restricted Common Stock to six (6) related parties, including three (3) officers, of which $941,096 was at a conversion price of $0.05 per share, and $297,155 was at a conversion price of $0.07 per share. On November 5, 2021, in connection with the conversion of debt in the amount of $696,301, the Company issued 2,785,205 shares of its restricted Common Stock at a conversion price of $0.25 per share. On January 1, 2022, in connection with a consulting agreement, the Company issued 2,500,000 shares of restricted common stock at $0.001 per share for cash in the amount of $2,500. Management Changes: On January 20, 2017, Mr. David M. Engert resigned as a member of the board of directors. This resignation did not involve any disagreement with the Company. On September 19, 2018, Mr. E. William Withrow Jr. resigned as President and Chief Executive Officer. This resignation did not involve any disagreement with the Company. Mr. Kyle W. Withrow, succeeded him to serve as President and Chief Executive Officer until the next annual meeting of the shareholders and/or until he, or his successor is duly appointed. On October 4, 2019, Mr. Clive Oosthuizen, Mr. David M. Rocke and Ms. Calli R. Bucci were appointed to the Board, to serve until the next annual meeting of the shareholders. Mr. John D. Macy was not re-elected to the board of directors. On October 8, 2019, Ms. Calli R. Bucci resigned as Corporate Secretary. This resignation did not involve any disagreement with the Company. Ms. Yinuo “Rachel” Jiang succeeded her to serve as Corporate Secretary until the next annual meeting of the shareholders and/or until she, or her successor is duly appointed. On January 12, 2021, Mr. John L. Ogden resigned as a Board member. This resignation did not involve any disagreement with the Company. Mr. Kyle W. Withrow, the Company’s President and Chief Executive Officer, succeeded him as a director until the next annual meeting of the shareholders and/or until he, or his successor is duly appointed. On April 6, 2021, Mr. E. William Withrow Jr. resigned as Executive Chairman of the Board. His resignation did not involve any disagreement with the Company. Mr. Clive Oosthuizen, a Board member, and the President of the Company’s subsidiary, Enigma-Bulwark Risk Management, Inc., succeeded him. On April 6, 2021, Mr. Kyle W. Withrow resigned as the Company President and Chief Executive Officer, and as a Board member. His resignation did not involve any disagreement with the Company. Mr. Oosthuizen succeeded him as President and Chief Executive Officer until the next annual meeting of the shareholders and/or until he, or his successor, is duly appointed. The vacant Board member seat resulting from Mr. Withrow’s resignation will remain open until a new member is elected at the next annual meeting of the shareholders, or is duly appointed by the Board. On April 12, 2021, Mr. David Rocke resigned as a Board member, and consultant. His resignation was preceded by the Company’s inquiry into Mr. Rocke’s performance in connection with his Consulting Agreement dated May 1, 2019. The vacant Board member seat resulting from Mr. Rocke’s resignation will remain open until a new member is elected at the next annual meeting of the shareholders, or is duly appointed by the Board. On April 12, 2021, Mr. Michael Gabriele resigned as President of Enigma-Bulwark Risk Management, Inc. and its subsidiaries. His resignation did not involve any disagreement with the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated 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 consolidated financial statements. The Company’s fiscal year end is December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, PearTrack Systems Group, Ltd., Ecologic Products, Inc. and Ecologic Car Rentals, Inc. All significant inter-company accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the estimates related to asset impairments of long-lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically, and the effects of revisions are reflected in the consolidated financial statements in the period it is determined to be necessary. Actual results could differ from these estimates. |
Fair Value Hierarchy | Fair Value Hierarchy The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: Level 1: Level 2: Level 3: The Company’s investment in securities are classified as Level 1 assets, and were valued using the quoted prices in the active market (Note 3). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2016 and 2015, respectively, the carrying values of Company’s Level 1 financial instruments including cash and cash equivalents, investments in securities, accounts receivable, accounts payable, and short-term debt approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash in banks, deposits in transit, and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. As of December 31, 2016 and 2015, the Company had no cash equivalents. |
Foreign Currency Translation | Foreign Currency Translation Items included in the financial statements of the Company’s subsidiary are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in U.S. Dollars, which is the Company’s reporting currency. The results and financial position of PearTrack Systems Group, Ltd., the Company’s wholly-owned subsidiary, has a functional currency different from the reporting currency, the British Pound, and is translated into the reporting currency as follows: (i) (ii) (iii) Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of operations as other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to stockholders’ equity. During the years ended December 31, 2016 and 2015, respectively, unrealized exchange differences of $1,048 and $2,937 were recognized. As of December 31, 2016 and 2015, unrealized exchange differences of $8,127 and $7,079, respectively, have been accumulated. The following represents the accumulated unrealized exchange differences, which are excluded from earnings and reflected as a component of other comprehensive income: Unrealized Foreign Currency Exchange Balance, December 31, 2014 $ 4,142 Unrealized exchange differences during period 2,937 Balance, December 31, 2015 7,079 Unrealized exchange differences during period 1,048 Balance, December 31, 2016 $ 8,127 |
Investments in Securities | Investments in Securities Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method is appropriate. All other equity investments, which consist of investments for which the Company does not possess the ability to exercise significant influence, are accounted for under the mark to market method. Under the mark to market method of accounting, investments are marked to market, with unrealized gains and losses being excluded from earnings and reflected as a component of other comprehensive income. |
Property and Equipment | Property and Equipment Property and equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years. |
Intangible Assets | Intangible Assets Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives between 4 to 20 years. Application development stage costs for significant internally developed software projects are capitalized and amortized on a straight-line basis over the useful life, between 2 to 5 years. Costs to extend and maintain patents and trademarks are charged directly to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. Due to the Company’s recurring losses and lack of revenue from its intellectual properties, its intellectual properties were evaluated for impairment, and it was determined that its intellectual property, with a carrying value of $3,340,027, was impaired. As a result, an impairment loss of $3,340,027 was recognized for the year ended December 31, 2016. |
Convertible Debt | Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into Common Stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the straight-line method. |
Revenue Recognition | Revenue Recognition Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. The Company has continuing revenue from limited customer contracts for its tracking units and system. In addition, the Company provides consulting services as an additional revenue source. As of December 31, 2016, the Company has not commenced its principal operations, generating limited test sales of its security product line. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. As of December 31, 2016, the Company had not yet filed its 2013 through 2015 annual corporate income tax returns, which were filed in April 2022. Due to the Company’s recurring losses, no corporate income taxes were due for these periods. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, Common Stock equivalents, if any, are not considered in the computation. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Other comprehensive income includes unrealized gains and losses on securities available for sale, and unrealized gains and losses resulting from foreign exchange differences. During the years ended December 31, 2016 and 2015, other comprehensive income (losses) of ($1,084,518) and $1,192,235 have been recognized. As of December 31, 2016 and 2015, respectively, other comprehensive income (losses) of $116,684 and $1,201,202 have been accumulated. The following represents the accumulated comprehensive income activity: Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2014 $ 4,142 $ 4,825 $ 8,967 Gain (loss) 2,937 1,189,298 1,192,235 Balance, December 31, 2015 7,079 1,194,123 1,201,202 Gain (loss) 1,048 (1,085,566 ) (1,084,518 ) Balance, December 31, 2016 $ 8,127 $ 108,557 $ 116,684 |
Stock Based Compensation | Stock Based Compensation The Company records stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the U.S. Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on U.S. GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: Adopted 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. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for the Company’s consolidated financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 is part of the Simplification Initiative, and its objective is to simplify the measurement of inventory. This Update applies to inventory that is measured using FIFO or average cost, and requires an entity measure inventory at the lower of cost and net realizable value. The amendments in this Update are effective for the Company’s consolidated financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or Annual Reporting period. In September 2015, the FASB issued ASU 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments. ASU 2015-16 is part of the Simplification Initiative, and eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. Not Yet Adopted: In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10: Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition, measurement, presentation and disclosure of financial instruments. Among other changes, there will no longer be an available-for-sale classification for which changes in fair value are currently reported in other comprehensive income for equity securities with readily determinable fair values. Equity investments with readily determinable fair values will be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 will be effective for the Company beginning January 1, 2018, with early adoption not permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The ASU will be effective for the Company beginning January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation. The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this standard are effective for the Company’s annual year and first fiscal quarter beginning on January 1, 2017, with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 clarifies the accounting for licenses of intellectual property as well as the identification of distinct performance obligations in a contract. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for annual reporting periods beginning on or after December 15, 2016. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 addresses certain issues identified in the guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on eight specific cash flow issues, for which specific guidance had not previously been provided, with the objective of reducing the existing diversity in practice. The amendments in this update are effective for fiscal years beginning after December 15, 2017, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. As part of the Board’s initiative to reduce complexity in accounting standards. The amendments in this update are effective for Annual Reporting periods beginning after December 15, 2017, and interim periods. Early adoption is permitted for interim or annual reporting periods for which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810), Interests Held through Related Parties That Are Under Common Control. ASU 2016-17 amends the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. Recently Issued Accounting Standards Update There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Significant Accounting Polici_3
Significant Accounting Policies: Foreign Currency Translation: Schedule of Foreign Currency Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Foreign Currency Transactions | Unrealized Foreign Currency Exchange Balance, December 31, 2014 $ 4,142 Unrealized exchange differences during period 2,937 Balance, December 31, 2015 7,079 Unrealized exchange differences during period 1,048 Balance, December 31, 2016 $ 8,127 |
Significant Accounting Polici_4
Significant Accounting Policies: Other Comprehensive Income (Loss): Schedule of Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2014 $ 4,142 $ 4,825 $ 8,967 Gain (loss) 2,937 1,189,298 1,192,235 Balance, December 31, 2015 7,079 1,194,123 1,201,202 Gain (loss) 1,048 (1,085,566 ) (1,084,518 ) Balance, December 31, 2016 $ 8,127 $ 108,557 $ 116,684 |
Property and Equipment_ Schedul
Property and Equipment: Schedule of Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Property and Equipment | December 31, 2016 December 31, 2015 Office equipment $ 2,362 $ 2,362 Accumulated depreciation (708 ) (236 ) Property and equipment, net $ 1,654 $ 2,126 |
Intangible Assets_ Schedule of
Intangible Assets: Schedule of Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Intangible Assets | December 31, 2016 December 31, 2015 Intellectual property, unencumbered $ 2,156,245 $ 2,156,245 Accumulated amortization (167,370 ) (167,370 ) Impairment losses (1,988,875 ) -- Intellectual property, unencumbered, net -- 1,988,875 Intellectual property, pledged to creditors 1,567,060 1,567,060 Accumulated amortization (215,908 ) (215,908 ) Impairment losses (1,351,152 ) -- Intellectual property, pledged to creditors, net $ -- $ 1,351,152 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses: Schedule of Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Accounts Payable and Accrued Expenses | December 31, 2016 December 31, 2015 Accounts payable-vendors $ 655,340 $ 745,094 Accrued payroll and taxes 44,995 146,466 Accrued interest 505,703 348,910 Other liabilities 493 -- Total accounts payable and accrued expenses $ 1,206,531 $ 1,240,470 |
Notes and Loans Payable_ Schedu
Notes and Loans Payable: Schedule of Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Notes and Loans Payable | December 31, 2016 December 31, 2015 Loans payable $ 44,605 $ 44,605 Notes payable, short term 125,000 125,000 Total notes and loans payable 169,605 169,605 Notes payable, short-term, convertible 688,755 688,755 Total $ 858,360 $ 858,360 |
Notes and Loans Payable_ Sche_2
Notes and Loans Payable: Schedule of Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Convertible Debt | Description Principal Interest Rate (%) Conversion Price Maturity Date Kasper Group, Ltd. $ 188,755 7 $0.05 1 year from demand [1] Matrix Advisors, Inc. 500,000 5 $0.25 12/31/2015 [2] Total convertible notes payable $ 688,755 [1] No demand has been made [2] No change in terms of promissory note due to breach. The debt was converted in November 2021. |
Related Party Transactions_ Sch
Related Party Transactions: Schedule of Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Related Party Transactions | December 31, 2016 December 31, 2015 Notes payable-convertible-short-term $ 500,230 $ 500,230 Notes payable-long-term-secured 2,000,000 2,000,000 Less: unamortized discount (167,974 ) (254,716 ) Total long-term notes payable, secured, net of discount 1,832,026 1,745,284 Notes payable, convertible, long-term, subordinate 1,649,044 1,022,079 Less: unamortized discount -- (13,833 ) Total long-term convertible notes payable, unsecured, net of discount 1,649,044 1,008,246 Total long-term notes payable 3,481,070 2,753,530 Total notes payable 3,981,300 3,253,760 Accrued compensation 356,835 206,550 Reimbursable expenses/cash advances payable 143,105 56,077 Total related party payable 499,940 262,627 Total related party transactions $ 4,481,240 $ 3,516,387 |
Related Party Transactions_ S_2
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable-Related Party | Description Principal Interest Rate (%) Conversion Price Maturity Date Short-term: Huntington Chase Financial Group $ 413,913 7 $0.05 1 year from demand [1] William Nesbitt 86,317 5 $0.05 Funding [2] Total short-term 500,230 Long-term: Huntington Chase Financial Group 683,000 5 $0.05 12/31/2021 E. William Withrow Jr. 539,580 5 $0.05 12/31/2021 John Macey 426,464 4 $0.25 12/31/2023 Total long-term 1,649,044 Total convertible notes payable $ 2,149,274 [1] No demand has been made [2] The requisite funding goals for repayment have not been met. |
Related Party Transactions_ S_3
Related Party Transactions: Schedule of Related Party Activity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Related Party Activity | Total Promissory Notes Unamortized Discounts Accrued Compensation Expenses/Cash Advances Balance, 12/31/2014 $ 3,193,780 $ 3,237,420 $ (341,221 ) $ 118,500 $ 179,081 Increases 719,778 -- (20,750 ) 722,946 17,582 Decreases (397,171 ) (287,607 ) 93,422 (62,400 ) (140,586 ) Conversions -- 572,496 -- (572,496 ) -- Net change 322,607 284,889 72,672 88,050 (123,004 ) Balance, 12/31/2015 3,516,387 3,522,309 (268,549 ) 206,550 56,077 Increases 869,839 -- -- 777,250 92,589 Decreases 95,014 -- 100,575 -- (5,561 ) Conversions -- 626,965 -- (626,965 ) -- Net change 964,853 626,965 100,575 150,285 87,028 Balance, 12/31/2016 $ 4,481,240 $ 4,149,274 $ (167,974 ) $ 356,835 $ 143,105 |
Stock Options and Awards_ Sched
Stock Options and Awards: Schedule of Outstanding and Exercisable Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Outstanding and Exercisable Stock Options | Outstanding and Exercisable Options Remaining Exercise Price Number of Contractual Life times Number Weighted Average Exercise Price Shares (in years) of Shares Exercise Price $3.20 102,500 4.30 $ 328,000 $3.20 102,500 $ 328,000 $3.20 |
Stock Options and Awards_ Sch_2
Stock Options and Awards: Schedule of Stock Options Activity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Stock Options Activity | Options Activity Number Weighted Average of Shares Exercise Price Outstanding at December 31, 2014 371,000 $2.74 Granted -- -- Exercised -- -- Expired / Cancelled (43,500 ) ($2.74) Outstanding at December 31, 2015 327,500 $2.65 Granted -- -- Exercised -- -- Expired / Cancelled (225,000 ) ($2.76) Outstanding at December 31, 2016 102,500 $3.20 |
Stock Options and Awards_ Sch_3
Stock Options and Awards: Schedule of Restricted Stock Awards Activity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Restricted Stock Awards Activity | Restricted Stock Awards Activity Number of Deferred Shares Compensation Outstanding at December 31, 2014 2,756,252 $ 642,304 Granted 250,000 57,250 Vested (2,433,331 ) (595,482 ) Forfeited/Canceled -- -- Outstanding at December 31, 2015 572,921 104,072 Granted -- -- Vested (572,921 ) (104,072 ) Forfeited/Canceled -- -- Outstanding at December 31, 2016 -- $ -- |
Income Taxes_ Schedule of Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | December 31, 2016 December 31, 2015 Loss and comprehensive loss before taxes $ (5,244,775 ) $ (572,662 ) Comprehensive income (loss) 1,084,518 (1,192,316 ) Loss before taxes (4,160,257 ) (1,764,978 ) Statutory rate (Fed & State(s)) 43% 43% Computed expected tax payable (recovery) (1,657,300 ) (703,100 ) Tax effect of non-deductible expenses: Impairment loss 1,330,500 -- Discount amortization 40,100 37,300 Other 200 1,100 Total tax effect of non-deductible expenses 1,370,800 38,400 Change in valuation allowance 286,500 664,700 Income tax expense $ -- $ -- Reported income taxes: Federal $ -- $ -- State -- -- Total $ -- $ -- |
Income Taxes_ Components of Def
Income Taxes: Components of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Components of Deferred Tax Assets and Liabilities | December 31, 2016 December 31, 2015 Net operating loss carried forward $ 4,558,400 $ 4,490,500 Officers’ accrued compensation 822,400 627,400 Accrued related party interest 71,600 48,000 Valuation allowance (5,452,400 ) (5,165,900 ) Net deferred income tax asset $ -- $ -- |
Income Taxes_ Summary of Operat
Income Taxes: Summary of Operating Loss Carryforwards (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Summary of Operating Loss Carryforwards | Tax Year Net Operating Loss Expires 2009 $ 1,044,200 2029 2010 2,542,800 2030 2011 2,403,700 2031 2012 746,200 2032 2013 767,900 2033 2014 2,096,500 2034 2015 1,543,900 2035 2016 349,300 2036 Total $ 11,494,500 |
Error Correction_ Schedule of E
Error Correction: Schedule of Error Corrections (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Error Corrections | As previously reported December 31, 2015 Adjustments As restated December 31, 2015 CONSOLIDATED BALANCE SHEETS Assets Current assets $ 15,871 $ -- $ 15,871 Non-current assets 4,554,785 -- 4,554,785 Total assets $ 4,570,656 $ -- $ 4,570,656 Liabilities Current liabilities Accounts payable and accrued expenses $ 1,272,819 $ (32,349 ) [1] $ 1,240,470 Notes payable-short term convertible-related party 787,837 (287,607 ) [2] 500,230 Other current liabilities 1,345,987 -- 1,345,987 Total current liabilities 3,406,643 (319,956 ) 3,086,687 Long-term liabilities 2,753,530 -- 2,753,530 Total liabilities 6,160,173 (319,956 ) 5,840,217 Stockholders' deficit Accumulated deficit (13,780,583 ) 319,956 [3][4] (13,460,627 ) Other equity 12,191,066 -- 12,191,066 Total stockholders' deficit (1,589,517 ) 319,956 (1,269,561 ) Total liabilities and stockholders' deficit $ 4,570,656 $ -- $ 4,570,656 CONSOLIDATED STATEMENTS OF OPERATIONS Operating loss $ (1,850,012 ) $ -- $ (1,850,012 ) Other income (expenses) Gain on extinguished debt -- 305,576 [3] 305,576 Interest expense (141,500 ) 14,380 [4] (127,120 ) Other income (expenses) (93,341 ) -- (93,341 ) Total other income (expenses) (234,841 ) 319,956 85,115 Net loss (2,084,853 ) 319,956 (1,764,897 ) Net comprehensive loss 1,192,235 -- 1,192,235 Net loss and comprehensive loss $ (892,618 ) $ 319,956 $ (572,662 ) Net loss per share - basic and diluted $ (0.03 ) $ -- $ (0.03 ) [1] Cumulative correction to accrued interest [2] Cumulative correction to principal portion of promissory note [3] Cumulative correction to principal portion of promissory note [2] and changes to interest expense through 2014 of $17,968 [4] Correction for changes to 2015 interest expense |
Overview and Nature of Busine_2
Overview and Nature of Business: Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Net Loss | $ 5,244,775 | $ 572,662 |
Accumulated Deficit | 17,620,884 | |
Working Capital Deficit | $ 3,057,401 |
Significant Accounting Polici_5
Significant Accounting Policies: Foreign Currency Translation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Foreign Currency Exchange Differences, Current Period | $ 1,048 | $ 2,937 |
Foreign Currency Exchange Differences, Cumulative | $ 8,127 | $ 7,079 |
Significant Accounting Polici_6
Significant Accounting Policies: Foreign Currency Translation: Schedule of Foreign Currency Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balance, Beginning | $ 7,079 | |
Balance, Ending | 8,127 | $ 7,079 |
Unrealized Foreign Currency Exchange | ||
Balance, Beginning | 7,079 | 4,142 |
Unrealized exchange differences during period | 1,048 | 2,937 |
Balance, Ending | $ 8,127 | $ 7,079 |
Significant Accounting Polici_7
Significant Accounting Policies: Property and Equipment (Details) | Dec. 31, 2016 |
Minimum | |
Useful Life (Yrs) | 5 years |
Maximum | |
Useful Life (Yrs) | 7 years |
Significant Accounting Polici_8
Significant Accounting Policies: Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | |
Useful Life (Yrs) | 4 years |
Useful Life (Yrs) | 2 years |
Maximum | |
Useful Life (Yrs) | 20 years |
Useful Life (Yrs) | 5 years |
Significant Accounting Polici_9
Significant Accounting Policies: Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Details | |||
Intellectual Property, Impaired, Carrying Value | $ 3,340,027 | $ 3,340,027 | |
Intellectual Property, Impaired, Impairment Losses | $ 3,340,027 | $ 3,340,027 | $ 0 |
Significant Accounting Polic_10
Significant Accounting Policies: Other Comprehensive Income (Loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Comprehensive Income (Loss) | $ (1,084,518) | $ 1,192,235 |
Comprehensive Income (Loss), Cumulative | $ 116,684 | $ 1,201,202 |
Significant Accounting Polic_11
Significant Accounting Policies: Other Comprehensive Income (Loss): Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Unrealized Foreign Currency Exchange | ||
Balance, Beginning | $ 7,079 | $ 4,142 |
Gain (loss) | 1,048 | 2,937 |
Balance, Ending | 8,127 | 7,079 |
Unrealized Securities Gains (Losses) | ||
Balance, Beginning | 1,194,123 | 4,825 |
Gain (loss) | (1,085,566) | 1,189,298 |
Balance, Ending | 108,557 | 1,194,123 |
AOCI | ||
Balance, Beginning | 1,201,202 | 8,967 |
Gain (loss) | (1,084,518) | 1,192,235 |
Balance, Ending | $ 116,684 | $ 1,201,202 |
Investment in Securities (Detai
Investment in Securities (Details) - OTC: AZFL Common Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Securities, Shares Held | 12,061,854 | 12,061,854 |
Securities, Unrealized Gain (Loss) | $ (1,085,566) | $ 1,189,298 |
Securities, Unrealized Gain (Loss), Cumulative | 108,557 | 1,194,123 |
Securities, Fair Value | $ 120,619 | $ 1,206,185 |
Property and Equipment_ Sched_2
Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Office Equipment | $ 2,362 | $ 2,362 |
Accumulated Depreciation | (708) | (236) |
Property and Equipment, Net | $ 1,654 | $ 2,126 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Depreciation Expense | $ 472 | $ 236 |
Intangible Assets_ Schedule o_2
Intangible Assets: Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Intellectual Property, Unencumbered | $ 2,156,245 | $ 2,156,245 |
Accumulated Amortization | (167,370) | (167,370) |
Impairment Losses | (1,988,875) | 0 |
Intellectual Property, Unemcumbered, Net | 0 | 1,988,875 |
Intellectual Property, Pledged to Creditors | 1,567,060 | 1,567,060 |
Accumulated Amortization | (215,908) | (215,908) |
Impairment Losses | (1,351,152) | 0 |
Intellectual Property, Pledged to Creditors, Net | $ 0 | $ 1,351,152 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intellectual Property, Unencumbered | ||
Impairment Losses | $ 1,988,875 | $ 0 |
Intellectual Property, Pledged to Creditors | ||
Impairment Losses | 1,351,152 | 0 |
Total | ||
Impairment Losses | $ 3,340,027 | $ 0 |
Intangible Assets_ Amortization
Intangible Assets: Amortization Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Amortization Expense | $ 0 | $ 256,842 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses: Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Accounts Payable-Vendors | $ 655,340 | $ 745,094 |
Accrued Payroll and Taxes | 44,995 | 146,466 |
Accrued Interest | 505,703 | 348,910 |
Other liabilities | 493 | 0 |
Total Accounts Payable and Accrued Expenses | $ 1,206,531 | $ 1,240,470 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses (Details) | 12 Months Ended |
Dec. 31, 2016 USD ($) | |
Accounts Payable | |
Gain (Loss) on Extinguishment of Debt | $ 33,075 |
Accrued Payroll Taxes | |
Gain (Loss) on Extinguishment of Debt | 145,711 |
Extinguished Debt, Total | |
Gain (Loss) on Extinguishment of Debt | $ 178,786 |
Deferred Revenue (Details)
Deferred Revenue (Details) | 12 Months Ended | |
Dec. 31, 2016 USD ($) | Dec. 31, 2014 USD ($) | |
Details | ||
Service Agreement, Date | Jun. 30, 2014 | |
Service Agreement, Revenue Received | $ 450,000 | |
Service Agreement, Term (Mos) | 12 | |
Deferred Revenue, Revenue Recognized | $ 225,000 | $ 225,000 |
Notes and Loans Payable_ Sche_3
Notes and Loans Payable: Schedule of Notes and Loans Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Loans Payable | $ 44,605 | $ 44,605 |
Notes Payable-Short Term | 125,000 | 125,000 |
Total Notes and Loans Payable | 169,605 | 169,605 |
Notes Payable-Short Term-Convertible | 688,755 | 688,755 |
Total Notes and Loans Payable-Short Term | $ 858,360 | $ 858,360 |
Notes and Loans Payable_ Sche_4
Notes and Loans Payable: Schedule of Convertible Debt (Details) | 12 Months Ended |
Dec. 31, 2016 USD ($) $ / shares | |
Convertible Note, 7% | |
Principal | $ | $ 188,755 |
Interest Rate (%) | 7% |
Conversion Rate | $ / shares | $ 0.05 |
Maturity Date | 1 year from demand |
Convertible Note, 5% | |
Principal | $ | $ 500,000 |
Interest Rate (%) | 5% |
Conversion Rate | $ / shares | $ 0.25 |
Maturity Date | 12/31/2015 |
Notes and Loans Payable (Detail
Notes and Loans Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Loans Payable | $ 44,605 | $ 44,605 |
Notes Payable, Unsecured | 125,000 | 125,000 |
Notes Payable, Unsecured, Convertible | $ 688,755 | $ 688,755 |
Notes and Loans Payable_ Intere
Notes and Loans Payable: Interest Rates (Details) | Dec. 31, 2016 |
Minimum | |
Notes Payable, Interest Rates (%) | 5% |
Maximum | |
Notes Payable, Interest Rates (%) | 25% |
Notes and Loans Payable_ Conver
Notes and Loans Payable: Conversion Price (Details) | 12 Months Ended |
Dec. 31, 2016 $ / shares | |
Minimum | |
Notes Payable, Conversion Price | $ 0.05 |
Maximum | |
Notes Payable, Conversion Price | $ 0.25 |
Notes and Loans Payable_ Accrue
Notes and Loans Payable: Accrued Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Interest Expense | $ 65,392 | $ 65,213 |
Accrued Interest | $ 293,782 | $ 228,390 |
Related Party Transactions_ S_4
Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Notes payable, convertible, short-term | $ 500,230 | $ 500,230 |
Notes Payable-Long-Term-Secured | 2,000,000 | 2,000,000 |
Less: Unamortized Discount | (167,974) | (254,716) |
Total Long-Term Notes Payable, Secured, Net of Discount | 1,832,026 | 1,745,284 |
Notes payable, convertible, long-term, subordinate | 1,649,044 | 1,022,079 |
Less: Unamortized Discount | 0 | (13,833) |
Total long-term convertible notes payable, unsecured, net of discount | 1,649,044 | 1,008,246 |
Total long-term notes payable | 3,481,070 | 2,753,530 |
Total notes payable | 3,981,300 | 3,253,760 |
Accrued Compensation | 356,835 | 206,550 |
Reimbursed Expenses and Cash Advances Payable | 143,105 | 56,077 |
Total Related Party Payable | 499,940 | 262,627 |
Total related party transactions | $ 4,481,240 | $ 3,516,387 |
Related Party Transactions_ S_5
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Details) | 12 Months Ended |
Dec. 31, 2016 USD ($) $ / shares | |
Huntington Chase Financial Group | |
Convertible Notes Payable, Principal | $ 413,913 |
Convertible Notes Payable, Interest Rate | 7% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | 1 year from demand |
William Nesbitt | |
Convertible Notes Payable, Principal | $ 86,317 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | Funding |
Short-Term, Total | |
Convertible Notes Payable, Principal | $ 500,230 |
Huntington Chase Financial Group | |
Convertible Notes Payable, Principal | $ 683,000 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | 12/31/2021 |
E. William Withrow Jr | |
Convertible Notes Payable, Principal | $ 539,580 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | 12/31/2021 |
John Macey | |
Convertible Notes Payable, Principal | $ 426,464 |
Convertible Notes Payable, Interest Rate | 4% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.25 |
Convertible Notes Payable, Maturity | 12/31/2023 |
Long-Term, Total | |
Convertible Notes Payable, Principal | $ 1,649,044 |
Convertible Notes, Related Party Total | |
Convertible Notes Payable, Principal | $ 2,149,274 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Huntington Chase Financial Group | ||
Convertible Notes Payable, Interest Rate | 7% | |
Convertible Promissory Note, Date | Dec. 31, 2010 | |
Convertible Promissory Note, Principal, Original | $ 260,000 | |
Convertible Promissory Note, Principal, Modified | $ 260,000 | |
Convertible Promissory Note, Interest Rate (%) | 7% | |
Convertible Promissory Note, Term (Yrs) | 1 | |
Convertible Promissory Note, Conversion Price | $ 0.05 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 11,230 | $ 11,200 |
Convertible Promissory Note, Accrued Interest, Total | $ 42,792 | 16,616 |
Employment Agreement, Term (Yrs) | 4 | |
Consulting Agreement, Date | Dec. 04, 2013 | |
Consulting Agreement, Compensation (Annual) | $ 240,000 | |
William Nesbitt | ||
Convertible Notes Payable, Interest Rate | 5% | |
Convertible Promissory Note, Date | Dec. 31, 2011 | |
Convertible Promissory Note, Principal, Original | $ 86,317 | |
Convertible Promissory Note, Interest Rate (%) | 5% | |
Convertible Promissory Note, Conversion Price | $ 0.05 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 4,328 | 1,127 |
Convertible Promissory Note, Accrued Interest, Total | $ 20,016 | 15,688 |
PTSG Note Holders | ||
Convertible Promissory Note, Date | Dec. 09, 2013 | |
Convertible Promissory Note, Principal, Original | $ 2,000,000 | |
Convertible Promissory Note, Interest Rate (%) | 5% | |
Convertible Promissory Note, Term (Yrs) | 5 | |
Convertible Promissory Note, Maturity | Dec. 09, 2018 | |
Convertible Promissory Note, Discount | $ 432,940 | |
Convertible Promissory Note, Discount, Amortization | 86,742 | 86,505 |
Convertible Promissory Note, Discount, Unamortized | $ 167,974 | 254,716 |
Huntington Chase Ltd | ||
Convertible Promissory Note, Date | Dec. 31, 2013 | |
Convertible Promissory Note, Principal, Modified | $ 153,913 | |
Convertible Promissory Note, Interest Rate (%) | 7% | |
Convertible Promissory Note, Term (Yrs) | 1 | |
Convertible Promissory Note, Conversion Price | $ 0.07 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 10,804 | 10,773 |
Convertible Promissory Note, Accrued Interest, Total | 59,720 | 48,916 |
Convertible Promissory Note, Accrued Interest, Assigned | $ 27,368 | |
Adrian Pegler | ||
Convertible Promissory Note, Date | Jan. 05, 2014 | |
Convertible Promissory Note, Interest Rate (%) | 7% | |
Convertible Promissory Note, Term (Yrs) | 1 | |
Convertible Promissory Note, Conversion Price | $ 0.07 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 5,014 | 5,000 |
Convertible Promissory Note, Principal, Assigned | 100,000 | |
Convertible Promissory Note, Principal, Reverted to Assignor | 100,000 | |
Convertible Promissory Note, Accrued Interest, Reverted to Assignor | $ 14,946 | |
E. William Withrow Jr | ||
Convertible Notes Payable, Interest Rate | 5% | |
Convertible Promissory Note, Date | Dec. 31, 2014 | |
Convertible Promissory Note, Principal, Original | $ 189,583 | |
Convertible Promissory Note, Principal, Modified | $ 539,580 | |
Convertible Promissory Note, Interest Rate (%) | 5% | |
Convertible Promissory Note, Conversion Price | $ 0.05 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 21,581 | 12,781 |
Convertible Promissory Note, Accrued Interest, Total | $ 34,362 | 12,781 |
Convertible Promissory Note, Maturity | Dec. 31, 2021 | |
Convertible Promissory Note, Discount, Amortization | $ 5,833 | 2,917 |
Convertible Promissory Note, Discount, Unamortized | 0 | 5,833 |
Convertible Promissory Note, BCF, Principal | $ 43,749 | |
Convertible Promissory Note, BCF, Conversion Price | $ 0.25 | |
Convertible Promissory Note, Beneficial Conversion Feature | $ 8,750 | |
Employment Agreement, Date | Dec. 04, 2013 | |
Employment Agreement, Term (Yrs) | 2 | |
Employment Agreement, Compensation (Annual) | $ 175,000 | |
Employment Agreement, Stock Award, Shares | 1,000,000 | |
Employment Agreement, Stock Award, Value | $ 250,000 | |
Employment Agreement, Stock Award, Cost Per Share | $ 0.001 | |
Huntington Chase Financial Group | ||
Convertible Notes Payable, Interest Rate | 5% | |
Convertible Promissory Note, Date | Dec. 31, 2014 | |
Convertible Promissory Note, Principal, Original | $ 260,000 | |
Convertible Promissory Note, Principal, Modified | $ 683,000 | |
Convertible Promissory Note, Interest Rate (%) | 5% | |
Convertible Promissory Note, Conversion Price | $ 0.05 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 26,740 | 16,586 |
Convertible Promissory Note, Accrued Interest, Total | $ 43,326 | 16,586 |
Convertible Promissory Note, Maturity | Dec. 31, 2021 | |
Convertible Promissory Note, Discount, Amortization | $ 8,000 | 4,000 |
Convertible Promissory Note, Discount, Unamortized | 0 | 8,000 |
Convertible Promissory Note, BCF, Principal | $ 60,000 | |
Convertible Promissory Note, BCF, Conversion Price | $ 0.25 | |
Convertible Promissory Note, Beneficial Conversion Feature | $ 12,000 | |
John Macey | ||
Convertible Notes Payable, Interest Rate | 4% | |
Convertible Promissory Note, Date | Dec. 31, 2015 | |
Convertible Promissory Note, Principal, Original | $ 214,500 | |
Convertible Promissory Note, Principal, Modified | $ 426,424 | |
Convertible Promissory Note, Interest Rate (%) | 4% | |
Convertible Promissory Note, Conversion Price | $ 0.25 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 11,705 | 0 |
Convertible Promissory Note, Accrued Interest, Total | $ 11,705 | $ 0 |
Convertible Promissory Note, Maturity | Dec. 31, 2023 | |
Employment Agreement, Term (Yrs) | 2 | |
Consulting Agreement, Date | Dec. 09, 2013 | |
Consulting Agreement, Compensation (Annual) | $ 60,000 | |
Consulting Agreement, Date, Effective | Jan. 01, 2014 | |
Consulting Agreement, New, Date | Dec. 01, 2014 | |
Consulting Agreement, New, Compensation (Annual) | $ 198,000 | |
Consulting Agreement, New, Term (Yrs) | 2 | |
Consulting Agreement, New, Expiration Date | Nov. 30, 2016 | |
MJ Management Services Inc | ||
Employment Agreement, Term (Yrs) | 3 | |
Consulting Agreement, Date | Dec. 01, 2014 | |
Consulting Agreement, Compensation (Annual) | $ 120,000 | |
Consulting Agreement, Stock Award, Shares | 500,000 | |
Consulting Agreement, Stock Award, Value | $ 149,500 | |
Consulting Agreement, Stock Award, Cost Per Share | $ 0.001 | |
Minimum | ||
Convertible Notes Payable, Interest Rate | 5% | |
Convertible Notes Payable, Conversion Price | $ 0.05 | |
Maximum | ||
Convertible Notes Payable, Interest Rate | 7% | |
Convertible Notes Payable, Conversion Price | $ 0.25 |
Related Party Transactions_ Sum
Related Party Transactions: Summary (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Debt, Total | ||
Due to Related Parties, Beginning of Period | $ 3,516,387 | |
Increase (Decrease) During Period, Net | 964,853 | $ 322,607 |
Due to Related Parties, End of Period | 4,481,240 | 3,516,387 |
Unamortized Discounts | ||
Due to Related Parties, Beginning of Period | 268,549 | |
Increase (Decrease) During Period, Net | 100,575 | 72,672 |
Due to Related Parties, End of Period | 167,974 | 268,549 |
Loans Payable | ||
Due to Related Parties, Beginning of Period | 3,253,760 | |
Increase (Decrease) During Period, Net | 626,965 | 284,889 |
Due to Related Parties, End of Period | 3,981,300 | 3,253,760 |
Accrued Compensation | ||
Due to Related Parties, Beginning of Period | 206,550 | |
Increase (Decrease), Accrued Compensation | 777,250 | 722,946 |
Increase (Decrease), Accrued Compensation, Converted to Note Payable | (626,965) | (572,496) |
Increase (Decrease), Payments to Related Parties | 0 | 62,400 |
Increase (Decrease) During Period, Net | 150,285 | 88,050 |
Due to Related Parties, End of Period | 356,835 | 206,550 |
Reimb Exp/Cash Advances | ||
Due to Related Parties, Beginning of Period | 56,077 | |
Increase (Decrease), Cash Advances | 92,589 | 17,582 |
Increase (Decrease), Payments to Related Parties | (5,561) | (140,586) |
Increase (Decrease) During Period, Net | 87,028 | (123,004) |
Due to Related Parties, End of Period | $ 143,105 | $ 56,077 |
Related Party Transactions_ S_6
Related Party Transactions: Schedule of Related Party Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total | ||
Due To Related Party, Balance, Beginning | $ 3,516,387 | $ 3,193,780 |
Due to Related Party, Increases | 869,839 | 719,778 |
Due to Related Party, Decreases | 95,014 | (397,171) |
Due to Related Party, Conversions | 0 | 0 |
Due to Related Party, Net Change | 964,853 | 322,607 |
Due To Related Party, Balance, Ending | 4,481,240 | 3,516,387 |
Promissory Notes | ||
Due To Related Party, Balance, Beginning | 3,522,309 | 3,237,420 |
Due to Related Party, Increases | 0 | 0 |
Due to Related Party, Decreases | 0 | (287,607) |
Due to Related Party, Conversions | 626,965 | 572,496 |
Due to Related Party, Net Change | 626,965 | 284,889 |
Due To Related Party, Balance, Ending | 4,149,274 | 3,522,309 |
Unamortized Discounts | ||
Due To Related Party, Balance, Beginning | (268,549) | (341,221) |
Due to Related Party, Increases | 0 | (20,750) |
Due to Related Party, Decreases | 100,575 | 93,422 |
Due to Related Party, Conversions | 0 | 0 |
Due to Related Party, Net Change | 100,575 | 72,672 |
Due To Related Party, Balance, Ending | (167,974) | (268,549) |
Accrued Compensation | ||
Due To Related Party, Balance, Beginning | 206,550 | 118,500 |
Due to Related Party, Increases | 777,250 | 722,946 |
Due to Related Party, Decreases | 0 | (62,400) |
Due to Related Party, Conversions | (626,965) | (572,496) |
Due to Related Party, Net Change | 150,285 | 88,050 |
Due To Related Party, Balance, Ending | 356,835 | 206,550 |
Expenses/Cash Advances | ||
Due To Related Party, Balance, Beginning | 56,077 | 179,081 |
Due to Related Party, Increases | 92,589 | 17,582 |
Due to Related Party, Decreases | (5,561) | (140,586) |
Due to Related Party, Conversions | 0 | 0 |
Due to Related Party, Net Change | 87,028 | (123,004) |
Due To Related Party, Balance, Ending | $ 143,105 | $ 56,077 |
Related Party Transactions_ Pro
Related Party Transactions: Promissory Notes (Details) - Notes Payable - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) During Period, Net | $ 727,540 | $ 357,561 |
Increase (Decrease), Accrued Compensation | 626,965 | 572,496 |
Increase (Decrease), BCF Discounts | 0 | 20,750 |
Increase (Decrease), Unamortized Discounts | $ 100,575 | $ 93,422 |
Related Party Transactions_ Acc
Related Party Transactions: Accrued Compensation (Details) - Accrued Compensation - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease), Accrued Compensation | $ 777,250 | $ 722,946 |
Increase (Decrease), Accrued Compensation, Converted to Note Payable | (626,965) | (572,496) |
Increase (Decrease), Payments to Related Parties | 0 | 62,400 |
Increase (Decrease) During Period, Net | $ 150,285 | $ 88,050 |
Related Party Transactions_ Rei
Related Party Transactions: Reimb Expenses & Cash Advances (Details) - Reimb Exp/Cash Advances - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) During Period, Net | $ 87,028 | $ (123,004) |
Increase (Decrease), Cash Advances | 92,589 | 17,582 |
Increase (Decrease), Payments to Related Parties | $ (5,561) | $ (140,586) |
Related Party Transactions_ A_2
Related Party Transactions: Accrued Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Accrued Interest, Related Party, Current Period | $ 91,401 | $ 39,500 |
Accrued Interest, Related Party | $ 211,921 | $ 120,520 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2016 USD ($) | |
Convertible Note Payable, Senior Secured | |
Convertible Note Payable, Date | Dec. 09, 2013 |
Convertible Note Payable, Principal | $ 2,000,000 |
Convertible Note Payable, Principal Repayment, Level 1, Amount | 10% |
Convertible Note Payable, Principal Repayment, Level 1, Equity Investment | $ 2,100,000 |
Convertible Note Payable, Principal Repayment, Level 2, Amount | 250,000 |
Convertible Note Payable, Principal Repayment, Level 2, Retained Earnings | 1,500,000 |
Convertible Note Payable, Principal Repayment, Level 3, Amount | 250,000 |
Convertible Note Payable, Principal Repayment, Level 3, EBITDA | $ 3,000,000 |
License Agreement | |
License Agreement, Date | Jun. 30, 2014 |
License Agreement, License Fee | $ 450,000 |
License Agreement, Royalty, Percent | 12% |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
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 |
Common Stock, Shares, Outstanding | 69,382,753 | 69,516,089 |
Capital Stock_ Activity (Detail
Capital Stock: Activity (Details) | 12 Months Ended | |
Dec. 31, 2016 USD ($) | Dec. 31, 2015 USD ($) | |
Common Stock, Shares | ||
Shares Issued, For Cash | 0 | 3,533,147 |
Shares Issued, Acquisitions | 0 | 5,706,506 |
Shares Issued, For Services | 0 | 250,000 |
Shares Issued, Debt Conversion | 0 | 61,375 |
Shares Cancelled, Stock Awards | (133,336) | |
Shares Issued, Stock Awards | 0 | |
Common Stock, Value | ||
Shares Issued, For Cash | 0 | 412,813 |
Shares Issued, Acquisitions | 0 | 1,711,952 |
Shares Issued, For Services | 0 | 57,500 |
Shares Issued, Debt Conversion | 0 | 61,375 |
Proceeds | ||
Shares Issued, For Cash | 0 | 412,813 |
Shares Issued, Acquisitions | 0 | 5,707 |
Paid In Capital | ||
Shares Issued, For Cash | 0 | 409,280 |
Shares Issued, Acquisitions | 0 | 1,706,245 |
Shares Issued, For Services | 0 | 57,250 |
Shares Issued, Debt Conversion | 0 | 61,314 |
Shares Cancelled, Stock Awards | (134) | |
Shares Issued, Stock Awards | 0 | |
Subscriptions Canceled | $ (100) | $ 0 |
Common Stock, Per Share | ||
Shares Issued, For Services | 0.001 | |
Deferred Compensation | ||
Shares Issued, For Services | 0 | 57,250 |
Subscriptions Receivable | ||
Subscriptions Canceled | $ 100 | $ 0 |
Capital Stock_ Deferred Compens
Capital Stock: Deferred Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Deferred Compensation, Current Period Amortization | $ 104,072 | $ 595,481 |
Deferred Compensation, Balance | $ 0 | $ 104,072 |
Stock Options and Awards (Detai
Stock Options and Awards (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Stock Options, Outstanding | 102,500 | 327,500 |
Stock Options and Awards_ Sch_4
Stock Options and Awards: Schedule of Outstanding and Exercisable Stock Options (Details) | 12 Months Ended |
Dec. 31, 2016 USD ($) $ / shares shares | |
$3.20 | |
Stock Options, Number of Outstanding Options | shares | 102,500 |
Stock Options, Remaining Contractual Term | 4 years 3 months 18 days |
Stock Options, Exercise Price x Shares | $ | $ 328,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 3.20 |
Total | |
Stock Options, Number of Outstanding Options | shares | 102,500 |
Stock Options, Exercise Price x Shares | $ | $ 328,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 3.20 |
Stock Options and Awards_ Sch_5
Stock Options and Awards: Schedule of Stock Options Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options, Outstanding, Beginning | 327,500 | |
Stock Options, Outstanding, Ending | 102,500 | 327,500 |
Stock Options | ||
Stock Options, Outstanding, Beginning | 327,500 | 371,000 |
Stock Options, Granted | 0 | 0 |
Stock Options, Exercised | 0 | 0 |
Stock Options, Expired/Canceled | (225,000) | (43,500) |
Stock Options, Outstanding, Ending | 102,500 | 327,500 |
Weighted Average Exercise Price | ||
Stock Options, Outstanding, Beginning | 2.65 | 2.74 |
Stock Options, Granted | 0 | 0 |
Stock Options, Exercised | 0 | 0 |
Stock Options, Expired/Canceled | (2.76) | (2.74) |
Stock Options, Outstanding, Ending | 3.20 | 2.65 |
Stock Options and Awards_ Restr
Stock Options and Awards: Restricted Stock Awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Restricted Stock Award, Grants, Shares | 0 | 250,000 |
Restricted Stock Award, Grants, Value | $ 0 | $ 57,250 |
Restricted Stock Award, Vested, Shares | 572,921 | 2,433,331 |
Restricted Stock Award, Vested, Value | $ 104,072 | $ 595,482 |
Restricted Stock Award, Unvested, Shares | 0 | 572,921 |
Restricted Stock Award, Unvested, Value | $ 0 | $ 104,072 |
Stock Options and Awards_ Sch_6
Stock Options and Awards: Schedule of Restricted Stock Awards Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock Award | ||
Restricted Stock Awards, Outstanding, Beginning | 572,921 | 2,756,252 |
Restricted Stock Awards, Granted | 0 | 250,000 |
Restricted Stock Awards, Vested | (572,921) | (2,433,331) |
Restricted Stock Awards, Forfeited/Canceled | 0 | 0 |
Restricted Stock Awards, Outstanding, Ending | 0 | 572,921 |
Deferred Compensation | ||
Restricted Stock Awards, Outstanding, Beginning | 104,072 | 642,304 |
Restricted Stock Awards, Granted | 0 | 57,250 |
Restricted Stock Awards, Vested | (104,072) | (595,482) |
Restricted Stock Awards, Forfeited/Canceled | 0 | 0 |
Restricted Stock Awards, Outstanding, Ending | 0 | 104,072 |
Income Taxes_ Schedule of Eff_2
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Income (Loss) and Comprehensive Income (Loss) Before Taxes | $ (5,244,775) | $ (572,662) |
Comprehensive income (loss) | 1,084,518 | (1,192,316) |
Loss before taxes | $ (4,160,257) | $ (1,764,978) |
Statutory Rate (Fed & State(s)) | 43% | 43% |
Computed Expected Tax Payable (Recovery) | $ (1,657,300) | $ (703,100) |
Tax effect of non-deductible expenses | ||
Impairment loss | 1,330,500 | 0 |
Discount amortization | 40,100 | 37,300 |
Other | 200 | 1,100 |
Total tax effect of non-deductible expenses | 1,370,800 | 38,400 |
Change in Valuation Allowance | (286,500) | (664,700) |
Income tax expense | 0 | 0 |
Reported Income Taxes | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total | $ 0 | $ 0 |
Income Taxes_ Components of D_2
Income Taxes: Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Deferred Tax Asset, Net Operating Losses | $ 4,558,400 | $ 4,490,500 |
Deferred Tax Asset, Officers Accrued Compensation | 822,400 | 627,400 |
Deferred Tax Asset, Related Party Interest | 71,600 | 48,000 |
Deferred Tax Asset, Valuation Allowance | (5,452,400) | (5,165,900) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Income Taxes_ Extinguishment of
Income Taxes: Extinguishment of Debt (Details) | 12 Months Ended |
Dec. 31, 2016 USD ($) | |
Details | |
Extinguishment of Debt | $ 178,786 |
Income Taxes_ Summary of Oper_2
Income Taxes: Summary of Operating Loss Carryforwards (Details) | 12 Months Ended |
Dec. 31, 2016 USD ($) | |
Tax Year 2009 | |
Net Operating Loss | $ 1,044,200 |
Expires | 2029 |
Tax Year 2010 | |
Net Operating Loss | $ 2,542,800 |
Expires | 2030 |
Tax Year 2011 | |
Net Operating Loss | $ 2,403,700 |
Expires | 2031 |
Tax Year 2012 | |
Net Operating Loss | $ 746,200 |
Expires | 2032 |
Tax Year 2013 | |
Net Operating Loss | $ 767,900 |
Expires | 2033 |
Tax Year 2014 | |
Net Operating Loss | $ 2,096,500 |
Expires | 2034 |
Tax Year 2015 | |
Net Operating Loss | $ 1,543,900 |
Expires | 2035 |
Tax Year 2016 | |
Net Operating Loss | $ 349,300 |
Expires | 2036 |
Net Operating Loss | $ 11,494,500 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2016 USD ($) | |
Net Operating Loss | $ 11,494,500 |
Years Open to Examination, Beginning Year | 2011 |
Domestic Tax Authority | |
Net Operating Loss | $ 11,494,500 |
Error Correction_ Schedule of_2
Error Correction: Schedule of Error Corrections (Details) | Dec. 31, 2015 USD ($) $ / shares |
As previously reported | |
Assets | |
Current assets | $ 15,871 |
Non-current assets | 4,554,785 |
Total assets | 4,570,656 |
Current liabilities | |
Accounts payable and accrued expenses | 1,272,819 |
Notes payable-short term convertible-related party | 787,837 |
Other current liabilities | 1,345,987 |
Total current liabilities | 3,406,643 |
Long-term liabilities | 2,753,530 |
Total liabilities | 6,160,173 |
Stockholders' deficit | |
Accumulated deficit | (13,780,583) |
Other equity | 12,191,066 |
Total stockholders' deficit | (1,589,517) |
Total liabilities and stockholders' deficit | 4,570,656 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Operating loss | (1,850,012) |
Net loss | (2,084,853) |
Net comprehensive loss | 1,192,235 |
Net loss and comprehensive loss | $ (892,618) |
Net loss per share - basic and diluted | $ / shares | $ (0.03) |
Other income (expenses) | $ (93,341) |
Gain on extinguished debt | 0 |
Interest expense | (141,500) |
Total other income (expenses) | (234,841) |
Adjustments | |
Assets | |
Current assets | 0 |
Non-current assets | 0 |
Total assets | 0 |
Current liabilities | |
Accounts payable and accrued expenses | (32,349) |
Notes payable-short term convertible-related party | (287,607) |
Other current liabilities | 0 |
Total current liabilities | (319,956) |
Long-term liabilities | 0 |
Total liabilities | (319,956) |
Stockholders' deficit | |
Accumulated deficit | 319,956 |
Other equity | 0 |
Total stockholders' deficit | 319,956 |
Total liabilities and stockholders' deficit | 0 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Operating loss | 0 |
Net loss | 319,956 |
Net comprehensive loss | 0 |
Net loss and comprehensive loss | $ 319,956 |
Net loss per share - basic and diluted | $ / shares | $ 0 |
Other income (expenses) | $ 0 |
Gain on extinguished debt | 305,576 |
Interest expense | 14,380 |
Total other income (expenses) | 319,956 |
As restated | |
Assets | |
Current assets | 15,871 |
Non-current assets | 4,554,785 |
Total assets | 4,570,656 |
Current liabilities | |
Accounts payable and accrued expenses | 1,240,470 |
Notes payable-short term convertible-related party | 500,230 |
Other current liabilities | 1,345,987 |
Total current liabilities | 3,086,687 |
Long-term liabilities | 2,753,530 |
Total liabilities | 5,840,217 |
Stockholders' deficit | |
Accumulated deficit | (13,460,627) |
Other equity | 12,191,066 |
Total stockholders' deficit | (1,269,561) |
Total liabilities and stockholders' deficit | 4,570,656 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Operating loss | (1,850,012) |
Net loss | (1,764,897) |
Net comprehensive loss | 1,192,235 |
Net loss and comprehensive loss | $ (572,662) |
Net loss per share - basic and diluted | $ / shares | $ (0.03) |
Other income (expenses) | $ (93,341) |
Gain on extinguished debt | 305,576 |
Interest expense | (127,120) |
Total other income (expenses) | $ 85,115 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2016 USD ($) $ / shares shares | |
Related Party Transactions | |
Related Party Loans, Beginning, Date | Jan. 01, 2017 |
Related Party Loans, Increase | $ 1,523,628 |
Related Party Loans, Total, Beginning | 4,481,240 |
Related Party Loans, Total, Ending | $ 6,004,868 |
Related Party Loans, Ending, Date | Dec. 31, 2022 |
Related Party Loans, Increase, Promissory Notes, Total | $ 1,507,871 |
Related Party Loans, Increase, Promissory Notes, From Non-Related Party | 299,750 |
Related Party Loans, Decrease, Promissory Notes, To Non-Related Party | 426,464 |
Related Party Loans, Increase, Promissory Notes, From Accrued Compensation | 4,803,521 |
Related Party Loans, Increase, Promissory Notes, BCF Discounts | 1,052,494 |
Related Party Loans, Decrease, Promissory Notes, Extinguished Debt | 2,000,000 |
Related Party Loans, Decrease, Promissory Notes, Unamortized Discounts | 909,590 |
Related Party Loans, Decrease, Promissory Notes, Payments for Stock | 5,500 |
Related Party Loans, Decrease, Promissory Notes, Conversion to Stock | 521,557 |
Related Party Loans, Decrease, Promissory Notes, Payments to Related Parties | 499,975 |
Related Party Loans, Increase, Accrued Compensation, Total | 121,888 |
Related Party Loans, Increase, Accrued Compensation | 5,043,881 |
Related Party Loans, Decrease, Accrued Compensation, To Promissory Notes | 4,803,521 |
Related Party Loans, Decrease, Accrued Compensation, To Non-Related Party | 55,000 |
Related Party Loans, Decrease, Accrued Compensation, Payments for Stock | 6,500 |
Related Party Loans, Decrease, Accrued Compensation, Payments To Related Parties | 55,972 |
Related Party Loans, Increase, Reimb Exps and Cash Advances, Total | $ 106,131 |
Related Party Transactions | Minimum | |
Related Party Loans, Interest Rates | 5% |
Related Party Loans, Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Related Party Transactions | Maximum | |
Related Party Loans, Interest Rates | 7% |
Related Party Loans, Convertible Notes Payable, Conversion Price | $ / shares | $ 0.25 |
Employment Agreement | |
Subsequent Event, Date | Oct. 01, 2018 |
Employment Agreement, Term (Yrs) | 3 |
Employment Agreement, Compensation (Yr) | $ 150,000 |
Employment Agreement, Stock Award, Shares | shares | 1,000,000 |
Employment Agreement, Stock Grant, Shares, Value | $ 10,000 |
Employment Agreement, Stock Award, Per Share | $ / shares | $ 0.001 |
Stock Issuance | |
Subsequent Event, Date | Oct. 01, 2018 |
Stock Issuance, Shares | shares | 1,000,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 1,000 |
Intellectual Property Acquisition-Safer | |
Subsequent Event, Date | Oct. 11, 2018 |
Intellectual Property Acquisition, Cost, Shares | shares | 3,500,000 |
Intellectual Property Acquisition, Cost, Shares, Per Share | $ / shares | $ 0.001 |
Intellectual Property Acquisition, Cost, Shares, Cash | $ 3,500 |
Intellectual Property Acquisition, Earn Out, % | 3% |
Intellectual Property Acquisition, Earn Out, %, Maximum | $ 1,000,000 |
Intellectual Property Acquisition, Royalty, % | 1.50% |
Stock Issuance | |
Subsequent Event, Date | Oct. 11, 2018 |
Stock Issuance, Shares | shares | 3,500,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 3,500 |
Consulting Agreement | |
Subsequent Event, Date | Nov. 01, 2018 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 150,000 |
Consulting Agreement, Stock Options, Shares | shares | 500,000 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.10 |
Consulting Agreement, Stock Options, Life (Yrs) | 5 |
Consulting Agreement, Stock Options, Vest Period (Mos) | 24 |
Consulting Agreement, Stock Options, Value, Black Scholes | $ 0 |
Consulting Agreement, Stock Options, Value, Black Scholes, Exp Term | 4.75 |
Consulting Agreement, Stock Options, Value, Black Scholes, Volatility | 35.59% |
Consulting Agreement, Stock Options, Value, Black Scholes, Risk Free Int Rate | 2.96% |
Consulting Agreement, Stock Options, Value, Black Scholes, Dividend Yield | 0% |
Consulting Agreement | |
Subsequent Event, Date | Nov. 01, 2018 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 240,000 |
Consulting Agreement, Stock Options, Value, Black Scholes, Exp Term | 4 |
Consulting Agreement, Stock Options, Value, Black Scholes, Volatility | 38.58% |
Consulting Agreement, Stock Options, Value, Black Scholes, Risk Free Int Rate | 2.15% |
Consulting Agreement, Stock Options, Value, Black Scholes, Dividend Yield | 0% |
IP Disposal / Promissory Note Cancellation | |
Subsequent Event, Date | Dec. 31, 2018 |
IP Disposal, Debt Cancellation, Gain | $ 2,000,000 |
Consulting Agreement | |
Subsequent Event, Date | May 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 150,000 |
Consulting Agreement, Stock Options, Shares | shares | 6,875,093 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.005 |
Consulting Agreement, Stock Options, Life (Yrs) | 5 |
Consulting Agreement, Profit Particpation, % | 12.50% |
Consulting Agreement, Stock Options, Value | $ 39,875 |
Consulting Agreement, Compensation (Yr 1) | 180,000 |
Consulting Agreement, Compensation (Yr 2) | 210,000 |
Consulting Agreement, Compensation (Yr 3) | 240,000 |
Consulting Agreement, Signing Bonus | $ 25,000 |
Consulting Agreement | |
Subsequent Event, Date | May 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 175,000 |
Consulting Agreement, Stock Options, Shares | shares | 2,750,040 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.005 |
Consulting Agreement, Stock Options, Life (Yrs) | 5 |
Consulting Agreement, Stock Options, Value, Black Scholes, Exp Term | 4 |
Consulting Agreement, Stock Options, Value, Black Scholes, Volatility | 38.58% |
Consulting Agreement, Stock Options, Value, Black Scholes, Risk Free Int Rate | 2.15% |
Consulting Agreement, Stock Options, Value, Black Scholes, Dividend Yield | 0% |
Consulting Agreement, Profit Particpation, % | 12.50% |
Consulting Agreement, Stock Options, Value | $ 15,950 |
Non-Compete Agreement | |
Subsequent Event, Date | Aug. 29, 2019 |
Non-Compete Agreement, Term (Yrs) | 5 |
Non-Compete Agreement, Stock Grant, Shares | shares | 6,667,000 |
Non-Compete Agreement, Stock Grant, Shares, Value | $ 66,670 |
Non-Compete Agreement, Stock Grant, Shares, Per Share | $ / shares | $ 0.001 |
Non-Compete Agreement, Non-Dilution, Percent | 7% |
Non-Compete Agreement, Non-Dilution, End Date | May 15, 2019 |
Non-Compete Agreement | |
Subsequent Event, Date | Aug. 29, 2019 |
Non-Compete Agreement, Term (Yrs) | 5 |
Non-Compete Agreement, Stock Grant, Shares | shares | 6,667,000 |
Non-Compete Agreement, Stock Grant, Shares, Value | $ 66,670 |
Non-Compete Agreement, Stock Grant, Shares, Per Share | $ / shares | $ 0.001 |
Non-Compete Agreement, Non-Dilution, Percent | 7% |
Non-Compete Agreement, Non-Dilution, End Date | May 15, 2019 |
Stock Issuance | |
Subsequent Event, Date | Aug. 29, 2019 |
Stock Issuance, Shares | shares | 13,334,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 13,334 |
Stock Issuance, Non-Dilution Provision, Shares | shares | 210,000 |
Stock Issuance, Non-Dilution Provision, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Non-Dilution Provision, Proceeds | $ 210 |
Entity Formation | |
Subsequent Event, Date | Aug. 30, 2019 |
Entity Formation, Name | Enigma-Bulwark Risk Management, Inc. |
Entity Formation, State | Delaware |
Entity Formation, Stock Acquired, Percent | 100% |
Entity Formation, Stock Acquired, Entity Name | Enigma-Bulwark Security, Inc. |
Entity Formation, Stock Acquired, State | Delaware |
Consulting Agreement | |
Subsequent Event, Date | Sep. 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Stock Options, Shares | shares | 1,250,000 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.05 |
Consulting Agreement, Stock Options, Life (Yrs) | 5 |
Consulting Agreement, Stock Options, Vest Period (Mos) | 36 |
Consulting Agreement, Stock Options, Value, Black Scholes, Exp Term | 5.75 |
Consulting Agreement, Stock Options, Value, Black Scholes, Volatility | 41.30% |
Consulting Agreement, Stock Options, Value, Black Scholes, Risk Free Int Rate | 1.84% |
Consulting Agreement, Stock Options, Value, Black Scholes, Dividend Yield | 0% |
Consulting Agreement, Issuing Subsidiary | Enigma-Bulwark Risk Management, Inc. |
Stock Issuance | |
Subsequent Event, Date | Sep. 20, 2019 |
Stock Issuance, Shares | shares | 4,010,470 |
Stock Issuance, Per Share | $ / shares | $ 0.005 |
Stock Issuance, Proceeds | $ 20,052 |
Consulting Agreement | |
Subsequent Event, Date | Oct. 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 100,000 |
Consulting Agreement, Stock Award, Shares | shares | 1,000,000 |
Consulting Agreement, Stock Award, Shares, Value | $ 10,000 |
Consulting Agreement, Stock Award, Per Share | $ / shares | $ 0.001 |
Stock Issuance | |
Subsequent Event, Date | Oct. 01, 2019 |
Stock Issuance, Shares | shares | 1,000,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 1,000 |
Stock Issuance | |
Subsequent Event, Date | Oct. 06, 2019 |
Stock Issuance, Shares | shares | 6,000,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 6,000 |
Stock Issuance, Value | $ 60,000 |
Non-Compete Agreement | |
Subsequent Event, Date | Oct. 10, 2019 |
Non-Compete Agreement, Term (Yrs) | 5 |
Non-Compete Agreement, Stock Grant, Shares | shares | 4,000,000 |
Non-Compete Agreement, Stock Grant, Shares, Value | $ 360,000 |
Non-Compete Agreement, Stock Grant, Shares, Per Share | $ / shares | $ 0.001 |
Non-Compete Agreement, Non-Dilution, Percent | 4.50% |
Stock Issuance | |
Subsequent Event, Date | Oct. 10, 2019 |
Stock Issuance, Shares | shares | 4,000,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 4,000 |
Stock Issuance | |
Subsequent Event, Date | Dec. 20, 2019 |
Stock Issuance, Shares | shares | 802,094 |
Stock Issuance, Per Share | $ / shares | $ 0.005 |
Stock Issuance, Proceeds | $ 4,010 |
Joint Venture | |
Subsequent Event, Date | Sep. 08, 2020 |
Joint Venture, Minority | Enigma-Bulwark Risk Management, Inc. |
Joint Venture, Majority | Prime African Security, Ltd |
Joint Venture, Name | Prime Enigma Africa (Pty) Ltd. |
Joint Venture, Majority, % | 51% |
Joint Venture, Minority, % | 49% |
Joint Venture, Term (Yrs) | 3 |
Stock Issuance | |
Subsequent Event, Date | Aug. 31, 2021 |
Stock Issuance, Shares | shares | 23,066,991 |
Stock Issuance, Conversion of Debt, Total | $ 1,238,251 |
Stock Issuance, Conversion of Debt, Amount | $ 941,096 |
Stock Issuance, Conversion of Debt, Conversion Price | $ / shares | $ 0.05 |
Stock Issuance, Conversion of Debt, Amount | $ 297,155 |
Stock Issuance, Conversion of Debt, Conversion Price | $ / shares | $ 0.07 |
Stock Issuance | |
Subsequent Event, Date | Nov. 05, 2021 |
Stock Issuance, Shares | shares | 2,785,205 |
Stock Issuance, Conversion of Debt, Amount | $ 696,301 |
Stock Issuance, Conversion of Debt, Conversion Price | $ / shares | $ 0.25 |
Stock Issuance | |
Subsequent Event, Date | Jan. 01, 2022 |
Stock Issuance, Shares | shares | 2,500,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 2,500 |