Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | 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, 2018 | |
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 | 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 | 2018 | |
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Investment in securities | $ 2,413 | $ 4,825 |
Professional equipment, net | 710 | 1,182 |
Finite-Lived Intangible Assets, Net | 31,166 | 0 |
Other assets | 5,800 | 5,800 |
TOTAL ASSETS | 40,089 | 11,807 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,692,746 | 1,417,877 |
Notes and loans payable | 169,605 | 169,605 |
Notes payable, convertible | 500,000 | 688,755 |
Notes payable, convertible, related party | 728,985 | 500,230 |
Related party payables | 798,261 | 670,697 |
Total current liabilities | 3,889,597 | 3,447,164 |
Long-term liabilities | ||
Notes payable, related party, convertible, net of unamortized discount | 2,443,720 | 3,982,575 |
Total long-term liabilities | 2,443,720 | 3,982,575 |
Total liabilities | 6,333,317 | 7,429,739 |
Stockholders' deficit | ||
Preferred Stock | 0 | 0 |
Common stock, $0.001 par value, 250,000,000 shares authorized, 77,382,753 and 69,382,753 issued and outstanding as of December 31, 2018, and 2017, respectively | 77,382 | 69,382 |
Additional paid in capital | 11,057,370 | 11,025,120 |
Subscriptions receivable | (7,000) | 0 |
Accumulated deficit | (17,418,034) | (18,511,900) |
Accumulated comprehensive losses | (2,946) | (534) |
Total stockholders' deficit | (6,293,228) | (7,417,932) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 40,089 | $ 11,807 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 77,382,753 | 69,382,753 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Income | ||
Revenue | $ 0 | $ 649 |
Cost of sales | 0 | 3,250 |
Gross profit (loss) | 0 | (2,601) |
General and administrative expenses | 617,497 | 618,030 |
Operating loss | (617,497) | (620,631) |
Other income (expenses) | ||
Gain on canceled promissory note | 2,000,000 | 0 |
Interest expense | (207,168) | (184,560) |
Discount amortization | (81,469) | (86,505) |
Realized gain on currency translation | 0 | 680 |
Total other income (expenses) | 1,711,363 | (270,385) |
Net income (loss) | 1,093,866 | (891,016) |
Comprehensive loss | ||
Unrealized loss on currency translation | 0 | (1,424) |
Unrealized loss on securities | (2,412) | (115,794) |
Net comprehensive loss | (2,412) | (117,218) |
Net income (loss) and comprehensive loss | $ 1,091,454 | $ (1,008,234) |
Net income (loss) per share - basic and diluted | $ 0.02 | $ (0.01) |
Weighted average common shares outstanding - basic and diluted | 70,507,411 | 69,382,753 |
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, 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 | ||||||
Net loss | (801,016) | (1,008,234) | |||||
Comprehensive Income (Loss) | (117,218) | ||||||
Equity Balance at Dec. 31, 2017 | 69,382 | 11,025,120 | 0 | (18,511,900) | (534) | (7,417,932) | |
Equity Balance, Shares at Dec. 31, 2017 | 69,382,753 | ||||||
Issuance of stock award to officer | 1,000 | 1,000 | |||||
Issuance of common stock for intellectual property acquisition | 7,000 | 31,500 | (7,000) | 31,500 | |||
Issuance of stock award to officer, shares | 1,000,000 | ||||||
Issuance of common stock for intellectual property acquisition, shares | 7,000,000 | ||||||
Net loss | 1,093,866 | 1,091,454 | |||||
Comprehensive Income (Loss) | (2,412) | ||||||
Equity Balance at Dec. 31, 2018 | $ 77,382 | 11,057,620 | $ (7,000) | $ (17,418,034) | $ (2,946) | (6,293,228) | |
Equity Balance, Shares at Dec. 31, 2018 | 77,382,753 | ||||||
Amortization of restricted stock award | $ 750 | $ 750 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flow from operating activities | ||
Net loss and comprehensive loss | $ 1,091,454 | $ (1,008,234) |
Comprehensive loss | (2,412) | (117,218) |
Net loss | 1,093,866 | (891,016) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Amortization of deferred stock compensation | 1,750 | 0 |
Accruals converted to related party loans | 419,676 | 415,000 |
Depreciation and amortization | 806 | 472 |
Discount amortization | 81,469 | 86,505 |
Gain on canceled promissory note | (2,000,000) | 0 |
Gain on foreign exchange | 0 | (680) |
Changes in operating assets and liabilities | ||
Decrease in accounts receivable | 0 | 869 |
Decrease in other receivables | 0 | 5,985 |
Decrease in prepaid expenses | 0 | 806 |
Decrease in other assets | 0 | 700 |
Increase in accounts payable and accrued expenses | 274,869 | 210,602 |
Increase in related party payables | 127,564 | 170,757 |
Net cash provided by operating activities | 0 | 0 |
Net change in cash | 0 | 0 |
Cash - beginning of period | 0 | 0 |
Cash - end of period | 0 | 0 |
NONCASH ACTIVITIES | ||
Issuance of common stock for intellectual property | 31,500 | 0 |
Conversion of convertible promissory note to related party convertible promissory note | 188,755 | 0 |
Conversion of related party payable to related party convertible note payable | 419,676 | 415,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 0 | 40 |
Income taxes paid | $ 0 | $ 0 |
Overview and Nature of Business
Overview and Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
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 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 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. As of December 31, 2018, 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 an accumulated deficit of $17,418,034, and a working capital deficit of $3,889,597, 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, 2018 | |
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 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, 2018 and 2017, 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, 2018 and 2017, 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 statement 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, 2018 and 2017, respectively, unrealized exchange differences of $0 and $1,424 were recognized. As of December 31, 2018 and 2017, unrealized exchange differences of $6,703 and $6,703, 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, 2016 $ 8,127 Unrealized exchange differences during period (1,424 ) Balance, December 31, 2017 6,703 Unrealized exchange differences during period -- Balance, December 31, 2018 $ 6,703 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 expected future cash flows were sufficient for recoverability of the assets at December 31, 2018. 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, 2018, 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, 2018, the Company has not yet filed its 2013 through 2017 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, 2018 and 2017, other comprehensive losses of $2,412 and $117,218 have been recognized. As of December 31, 2018 and 2017, respectively, other comprehensive losses of $2,946 and $534 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, 2016 $ 8,127 $ 108,557 $ 116,684 Gain (loss) (1,424 ) (115,794 ) (117,218 ) Balance, December 31, 2017 6,703 (7,237 ) (534 ) Gain (loss) -- (2,412 ) (2,412 ) Balance, December 31, 2018 $ 6,703 $ (9,649 ) $ (2,946 ) 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 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 is effective for the Company beginning January 1, 2018, with early adoption not permitted. 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 for annual periods and first fiscal quarter beginning on January 1, 2017, with early adoption permitted. 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 the Company 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). 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). 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 the Company for fiscal years beginning after December 15, 2017, and interim periods. Early adoption is permitted. 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 the Company 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. 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 the Company for fiscal years beginning after December 15, 2016, and interim periods. Early adoption is permitted. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for the Company for annual periods beginning after December 15, 2017, and interim periods. Early adoption is permitted under certain conditions. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which should reduce the cost and complexity of evaluating goodwill for impairment. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted for testing performed after January 1, 2017. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. ASU 2017-09 clarifies and reduces both the (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. ASU 2017-09 is effective for the Company for annual periods beginning after December 15, 2017, and interim periods. Early adoption is permitted. Not Yet Adopted: 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 is 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 July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. ASU 2017-11 also addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification ® In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for the Company for annual periods beginning after December 15, 2018, 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 July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), Targeted Improvements. ASU 2018-11 addresses certain issues in implementing ASU 2016-02, Leases, which was issued to increase transparency ad comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing transaction. ASU 2018-11 clarifies 1) comparative reporting requirements for initial adoption; and 2) for lessors only, separating lease and non-lease components in a contract and allocating the consideration in the contract to the separate components. The amendments in this Update related to separating components of a contract affect the amendments in Update 2016-02, which is effective for the Company for annual periods beginning after December 15, 2018, 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 August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. ASU 2018-13 is effective for the Company for annual periods beginning after December 15, 2019, 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 August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40). ASU 2018-15 was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 is effective for the Company for annual periods beginning after December 15, 2019, 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, 2018 | |
Notes | |
Investment in Securities | NOTE 3. INVESTMENT IN SECURITIES As of December 31, 2018 and 2017, 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, 2018 and 2017, respectively, $2,412 and $115,794 in unrealized losses were recognized and included as part of comprehensive income (loss). As of December 31, 2018 and 2017, respectively, $9,649 and $7,237 in cumulative unrealized gains were recognized, and the securities held a fair value of $2,413 and $4,825. 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, 2018 | |
Notes | |
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following: December 31, 2018 December 31, 2017 Office equipment $ 2,362 $ 2,362 Accumulated depreciation (1,652 ) (1,180 ) Property and equipment, net $ 710 $ 1,182 During the years ended December 31, 2018 and 2017, respectively, $472 and $472 in depreciation was expensed. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS Intangible assets consists of the following: December 31, 2018 December 31, 2017 Intellectual property $ 31,500 $ -- Accumulated amortization (334 ) -- Intellectual property, net $ 31,166 $ -- During the years ended December 31, 2018 and 2017, respectively, $334 and $0 in amortization was expensed. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Accounts Payable and Accrued Expenses | NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of: December 31, 2018 December 31, 2017 Accounts payable-vendors $ 713,581 $ 680,719 Accrued payroll and taxes 80,995 44,995 Accrued interest 897,391 690,223 Other liabilities 779 1,940 Total accounts payable and accrued expenses $ 1,692,746 $ 1,417,877 |
Notes and Loans Payable
Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Notes and Loans Payable | NOTE 7. NOTES AND LOANS PAYABLE Notes and loans payable consists of the following: December 31, 2018 December 31, 2017 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 500,000 688,755 Total $ 669,605 $ 858,360 Notes payable includes the following convertible promissory notes at December 31, 2018 and 2017: Description Principal Interest Rate (%) Conversion Price Maturity Date Kasper Group, Ltd. $ 188,755 [1] 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. Reclassified as related party transaction in September 2018 (Note 8). [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, 2018 and 2017, respectively, $44,605 and $44,605 is outstanding, and no demand has been made. As of December 31, 2018 and 2017, 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 $500,000 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, 2018 and 2017, respectively, interest in the amount of $60,797 and $65,213 was expensed; and $68,726 and $0 was reclassified to related party interest. As of December 31, 2018 and 2017, respectively, interest in the amount of $351,066 and $358,995 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, 2018 | |
Notes | |
Related Party Transactions | NOTE 8. RELATED PARTY TRANSACTIONS Related party transactions consists of the following: December 31, 2018 December 31, 2017 Notes payable, convertible, short-term $ 728,985 $ 500,230 Notes payable, long-term-secured -- 2,000,000 Less: unamortized discount -- (81,469 ) Total long-term notes payable, secured, net of discount -- 1,918,531 Notes payable, convertible, long-term-unsecured 2,443,720 2,064,044 Total long-term notes payable 2,443,720 3,982,575 Total notes payable 3,172,705 4,482,805 Accrued compensation 645,555 517,991 Reimbursable expenses/cash advances payable 152,706 152,706 Total related party payable 798,261 670,697 Total related party transactions $ 3,970,966 $ 5,153,502 Related party notes payable consists of the following convertible notes payable at December 31, 2018 and 2017: Description Principal Interest Rate Conversion Price Maturity Date Short-term: Huntington Chase Financial Group $ 413,913 7 $0.05 1 year from demand [1] Huntington Chase LLC 40,000 5 $0.05 12/31/2023 William Nesbitt 86,317 5 $0.05 Funding [2] Kasper Group, Ltd. 188,755 [3] 7 $0.05 1 year from demand [3] Total short-term 728,985 Long-term: Huntington Chase Financial Group 1,123,000 5 $0.05 12/31/2021 E. William Withrow Jr. 894,256 5 $0.05 12/31/2021 John Macey 426,464 4 $0.25 12/31/2023 Total long-term 2,443,720 Total convertible notes payable $ 3,172,705 [1] No demand has been made [2] The requisite funding goals for repayment have not been met. [3] Reclassified from non-related party (Note 7). All outstanding related party notes payable bear interest at a rate of 5 to 7 percent per annum, are due and payable within between one (1) year of written demand to 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, 2018 and 2017, respectively, affiliates and related parties are due a total of $3,970,966 and $5,153,502, which is comprised of promissory notes to related parties, net of unamortized discounts of $0 and $81,469, in the amount of $3,172,705 and $4,482,805, accrued compensation in the amount of $645,555 and $517,991, and reimbursed expenses/cash advances to the Company in the amount of $152,706 and $152,706; for a net increase (decrease) of ($1,182,536) and $672,262. During the years ended December 31, 2018 and 2017, respectively, promissory notes to related parties increased (decreased) by ($1,391,569) and $415,000, unamortized discounts decreased by $81,469 and $86,505, accrued compensation increased by $127,564 and $161,156, and reimbursable expenses/cash advances increased by $0 and $9,601. The following table summarizes the net changes to related party debt during the years ended December 31, 2017 and 2018: Total Promissory Notes Unamortized Discounts Accrued Compensation Expenses/Cash Advances Balance, 12/31/2016 $ 4,481,240 $ 4,149,274 $ (167,974 ) $ 356,835 $ 143,105 Increases 586,958 -- -- 576,156 10,202 Decreases 85,304 -- 86,505 -- (601 ) Conversions -- 415,000 -- (415,000 ) -- Net change 672,262 415,000 86,505 161,156 9,601 Balance, 12/31/2017 5,153,502 4,564,274 (81,469 ) 571,991 152,706 Increases 736,995 188,755 -- 548,240 -- Decreases (1,919,531 ) (2,000,000 ) [1] 81,469 (1,000 ) -- Conversions -- 419,676 -- (419,676 ) -- Net change (1,182,536 ) (1,391,569 ) 81,469 127,564 -- Balance, 12/31/2018 $ 3,970,966 $ 3,172,705 $ -- $ 645,555 $ 152,706 [1] Secured promissory note canceled, and underlying intellectual property rights returned to note holder. During the years ended December 31, 2018 and 2017, respectively, promissory notes to related parties, net of unamortized discounts, increased (decreased) by ($1,310,100) and $501,505 as a result of an increase in accrued compensation owed to related parties in the amount of $419,676 and $415,000 converted to convertible promissory notes; $188,755 and $0 reclassified from non-related party promissory notes; $2,000,000 and $0 in secured promissory notes canceled [1] During the years ended December 31, 2018 and 2017, respectively, $548,240 and $576,176 in related party compensation was accrued, of which $419,676 and $415,000 was converted into convertible promissory notes; and $1,000 and $0 was paid; for a net increase in accrued compensation in the amount of $127,564 and $161,156. During the years ended December 31, 2018 and 2017, respectively, reimbursable expenses/cash advances owed to related parties increased by $0 and $9,601 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 $0 and $10,202; and repayments to related parties in the amount of $0 and $601. During the years ended December 31, 2018 and 2017, respectively, $215,096 and $119,308 in interest on related party loans was expensed. As of December 31, 2018 and 2017, respectively, $546,325 and $331,229 in interest on related party loans was 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. 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, 2018 and 2017, respectively, $18,200 and $18,200 in interest was expensed. As of December 31, 2018 and 2017, respectively, $79,192 and $60,992 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. 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, 2018 and 2017, respectively, $4,315 and $4,316 in interest was expensed. As of December 31, 2018 and 2017, respectively, $28,647 and $24,332 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, 2018 and 2017, respectively, $81,469 and $86,505 in discount amortization was expensed. As of December 31, 2018 and 2017, respectively, $0 and $81,469 in unamortized discount remained. On December 31, 2018, in connection with the Company’s inability to successfully commercialize the PearTrack IP, all rights, title and interest in the PearTrack IP reverted to the Note Holders and, pursuant to the terms of the Security Agreement, the PTSG Note 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 recognized a gain on the extinguishment of debt of $2,000,000. On December 31, 2013, the Company, through its wholly-owned subsidiary, Ecologic Products, Inc., issued a convertible promissory note to Huntington Chase Financial Group, 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. 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, 2018 and 2017, respectively, $10,774 and $10,774 in interest was expensed. As of December 31, 2018 and 2017, respectively, $81,268 and $70,494 in interest has been accrued. No demand for repayment has been made. 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, 2018, to adjust the principal balance to $894,256. 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. During the years ended December 31, 2018 and 2017, respectively, $40,928 and $30,280 in interest was expensed. As of December 31, 2018 and 2017, respectively, $105,570 and $64,642 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, 2018, to adjust the principal balance to $1,123,000. 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. During the years ended December 31, 2018 and 2017, respectively, $50,679 and $38,679 in interest, was expensed. As of December 31, 2018 and 2017, respectively, $132,684 and $82,005 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 Macey. Modifications to the note have been made through December 31, 2017, 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, 2018 and 2017, respectively, $17,058 and $17,059 in interest was expensed. As of December 31, 2018 and 2017, respectively, $45,822 and $28,764 in interest was accrued. On December 31, 2018, the Company issued a convertible promissory note in the principal amount of $40,000 for unpaid compensation owed in connection with a consulting agreement with Huntington Chase LLC, an entity controlled by Mr. Edward W. Withrow III, a related party. The note bears interest at a rate of five percent (5%) per annum, is due December 31, 2023, and is convertible into the Company’s Common Stock at a conversion price of $0.05 per share. During the year ended December 31, 2018, no interest was expensed. As of December 31, 2018, no 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 September 19, 2018, Mr. Withrow Jr. resigned, and the agreement was terminated. 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, and was renewed for an additional year, expiring October 31, 2018. On November 1, 2018, the Company entered into a new Consulting Agreement with Huntington Chase LLC for the services of Mr. 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 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. The agreement was renewed for an additional year, expiring October 31, 2018. On November 1, 2018, the Company entered into a new consulting agreement with MJ Management Services, Inc., for the services of Ms. Bucci. 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 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. Stock Issuances On October 1, 2018, in connection with the Employment Agreement with Mr. Kyle W. Withrow, the Company issued 1,000,000 shares of its restricted Common Stock, valued at $10,000, at $0.001 per share for cash in the amount of $1,000. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Commitments and Contingencies | NOTE 9. 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, 2018 and 2017, no contingent payments have been made. Due to the Company’s inability to successfully commercialize the PearTrack IP, all rights, title and interest in the PearTrack IP reverted to the former licensees on December 31, 2018. Pursuant to the terms of the Security Agreement, the Secured Note was canceled, and any contingent payments are no longer required. 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, 2018, the Company has not commenced sales of the Licensed Product. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Capital Stock | NOTE 10. 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, 2018 and 2017, respectively, 1,000,000 and 0 shares of its restricted Common Stock were issued in connection with certain related party consulting agreements, valued at $10,000 and $0, for cash in the amount of $1,000 and $0. As a result, $9,000 and $0 was recorded to additional paid in capital, and $9,000 and $0 was recorded as deferred compensation, to be amortized over the next thirty-three (33) months. During the years ended December 31, 2018 and 2017, respectively, 3,500,000 and 0 shares of its restricted Common Stock were issued in connection with the acquisition of intellectual property, valued at $35,000 and $0, for cash in the amount of $3,500 and $0. As a result, $31,500 and $0 was recorded to additional paid in capital. During the years ended December 31, 2018 and 2017, respectively, 3,500,000 and 0 shares of its restricted Common Stock were issued in connection with an intellectual property acquisition pending cancelation. During the years ended December 31, 2018 and 2017, respectively, a total of $9,000 and $0 in deferred stock compensation was recorded, and $750 and $0 was expensed. As of December 31, 2018 and 2017, respectively, $8,250 and $0 in deferred stock compensation remained, to be expensed over the next thirty-three (33) months. During the years ended December 31, 2018 and 2017, respectively, a total of 8,000,000 and 0 shares of the Company’s restricted Common Stock were issued. As of December 31, 2018 and 2017, respectively, the Company had 77,382,753 and 69,382,753 shares of Common Stock issued and outstanding. |
Stock Options and Awards
Stock Options and Awards | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Stock Options and Awards | NOTE 11. STOCK OPTIONS AND AWARDS Stock Options As of December 31, 2018 and 2017, the Company had 602,500 and 102,500 stock options issued and outstanding. During the years ended December 31, 2018 and 2017, respectively, 500,000 and 0 stock options were granted, valued at $0 and $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%. Outstanding and Exercisable Options Remaining Exercise Price Number of Contractual Life times Number Weighted Average Exercise Price Shares (in years) of Shares Exercise Price $0.10 500,000 4.80 $ 50,000 $0.63 $3.20 102,500 2.30 328,000 $3.20 602,500 $ 378,000 $2.34 Options Activity Number Weighted Average of Shares Exercise Price Outstanding at December 31, 2016 102,500 $3.20 Granted -- -- Exercised -- -- Expired / Cancelled -- -- Outstanding at December 31, 2017 102,500 $3.20 Granted 500,000 $0.63 Exercised -- -- Expired / Cancelled -- -- Outstanding at December 31, 2018 602,500 $2.34 During the years ended December 31, 2018 and 2017, respectively, the Company expensed no stock option compensation. There remained no deferred stock option compensation at December 31, 2018 and 2017. Restricted Stock Awards During the years ended December 31, 2018 and 2017, respectively, 1,000,000 and 0 deferred restricted stock awards were granted, valued at $10,000 and $0, for cash in the amount of $1,000 and $0; and 83,333 and 0 restricted stock awards vested. As a result, $9,000 and $0 in deferred stock compensation was recorded; of which $750 and $0 in deferred stock compensation was expensed. As of December 31, 2018 and 2017, respectively, there remained 916,667 and 0 shares to be vested, and $8,250 and $0 deferred stock compensation to be expensed over the next thirty-three (33) months. Restricted Stock Awards Activity Number Deferred of Shares Compensation Outstanding at December 31, 2017 -- $ -- Granted 1,000,000 9,000 Vested (83,333 ) (750 ) Forfeited/Canceled -- -- Outstanding at December 31, 2018 916,667 $ 8,250 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Income Taxes | NOTE 12. INCOME TAXES A reconciliation of the expected statutory federal and state taxes and the total income tax expense (benefit) at December 31, 2018 and 2017, was as follows: December 31, 2018 December 31, 2017 Income (loss) and comprehensive loss before taxes $ 1,091,454 $ (1,008,234 ) Comprehensive loss (2,412 ) (117,794 ) Income (loss) before taxes 1,093,866 (891,016 ) Statutory rate (Fed & State(s)) 30% 43% Computed expected tax payable (recovery) 141,500 (357,500 ) Effect of the U.S. tax law change 1,890,600 -- Tax effect of non-deductible expenses: Discount amortization 24,300 37,100 Total tax effect of non-deductible expenses 24,300 37,100 Change in valuation allowance (2,056,400 ) 320,400 Income tax expense $ -- $ -- Reported income taxes: Federal $ -- $ -- State -- -- Total $ -- $ -- The significant components of deferred income tax assets and liabilities at December 31, 2018 and 2017, are as December 31, 2018 December 31, 2017 Net operating loss carried forward $ 2,818,800 $ 4,735,000 Officers’ accrued compensation 784,000 937,400 Accrued related party interest 113,600 100,400 Valuation allowance (3,716,400 ) (5,772,800 ) Net deferred income tax asset $ -- $ -- During the year ended December 31, 2018, the Company realized extinguishment of debt principal in the amount of $2,000,000. 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 2010 $ 1,586,900 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 2017 443,400 2037 2018 222,300 No expiration Total $ 10,160,100 As of December 31, 2018, the Company had approximately $10,160,100 of federal net operating losses. The Company is open to examinations for the tax year 2012 through the current tax year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Subsequent Events | NOTE 13. SUBSEQUENT EVENTS The Company has evaluated the events and transactions for recognition or disclosure subsequent to December 31, 2018, and has determined that there have been no events that would require disclosure, with the exception of the following: During the period January 1, 2019, to December 31, 2022, the Company increased its loans from related parties by $2,033,902, from a total of $3,970,966 at December 31, 2018, to $6,004,868 at December 31, 2022. The increase represents (a) an increase in promissory notes in the amount of $2,316,466, as a result of (i) $110,995 reclassified from non-related party transactions, (ii) $426,464 reclassified to non-related party transactions, (iii) $3,969.845 converted from accrued compensation, (iv) an increase in discounts resulting from beneficial conversion features of $1,052,494, (v) a decrease in unamortized discount of $741,616, (vi) payments to the Company in the amount of $5,500 for stock award payments, (vii) $521,557 converted to Common Stock, and (viii) payments to related parties in the amount of $499,975; (b) a decrease in accrued compensation of $166,832 as a result of (i) $3,919,785 in accrued compensation, of which $3,969,845 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 $5,500 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 $115,732. All outstanding related party notes payable 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 May 1, 2019, the Company entered into a 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 a 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 a 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 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, 2018 | |
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 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, 2018 and 2017, 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, 2018 and 2017, 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 statement 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, 2018 and 2017, respectively, unrealized exchange differences of $0 and $1,424 were recognized. As of December 31, 2018 and 2017, unrealized exchange differences of $6,703 and $6,703, 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, 2016 $ 8,127 Unrealized exchange differences during period (1,424 ) Balance, December 31, 2017 6,703 Unrealized exchange differences during period -- Balance, December 31, 2018 $ 6,703 |
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 expected future cash flows were sufficient for recoverability of the assets at December 31, 2018. |
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, 2018, 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, 2018, the Company has not yet filed its 2013 through 2017 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, 2018 and 2017, other comprehensive losses of $2,412 and $117,218 have been recognized. As of December 31, 2018 and 2017, respectively, other comprehensive losses of $2,946 and $534 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, 2016 $ 8,127 $ 108,557 $ 116,684 Gain (loss) (1,424 ) (115,794 ) (117,218 ) Balance, December 31, 2017 6,703 (7,237 ) (534 ) Gain (loss) -- (2,412 ) (2,412 ) Balance, December 31, 2018 $ 6,703 $ (9,649 ) $ (2,946 ) |
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 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 is effective for the Company beginning January 1, 2018, with early adoption not permitted. 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 for annual periods and first fiscal quarter beginning on January 1, 2017, with early adoption permitted. 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 the Company 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). 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). 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 the Company for fiscal years beginning after December 15, 2017, and interim periods. Early adoption is permitted. 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 the Company 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. 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 the Company for fiscal years beginning after December 15, 2016, and interim periods. Early adoption is permitted. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for the Company for annual periods beginning after December 15, 2017, and interim periods. Early adoption is permitted under certain conditions. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which should reduce the cost and complexity of evaluating goodwill for impairment. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted for testing performed after January 1, 2017. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. ASU 2017-09 clarifies and reduces both the (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. ASU 2017-09 is effective for the Company for annual periods beginning after December 15, 2017, and interim periods. Early adoption is permitted. Not Yet Adopted: 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 is 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 July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. ASU 2017-11 also addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification ® In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for the Company for annual periods beginning after December 15, 2018, 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 July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), Targeted Improvements. ASU 2018-11 addresses certain issues in implementing ASU 2016-02, Leases, which was issued to increase transparency ad comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing transaction. ASU 2018-11 clarifies 1) comparative reporting requirements for initial adoption; and 2) for lessors only, separating lease and non-lease components in a contract and allocating the consideration in the contract to the separate components. The amendments in this Update related to separating components of a contract affect the amendments in Update 2016-02, which is effective for the Company for annual periods beginning after December 15, 2018, 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 August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. ASU 2018-13 is effective for the Company for annual periods beginning after December 15, 2019, 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 August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40). ASU 2018-15 was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 is effective for the Company for annual periods beginning after December 15, 2019, 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, 2018 | |
Tables/Schedules | |
Schedule of Foreign Currency Transactions | Unrealized Foreign Currency Exchange Balance, December 31, 2016 $ 8,127 Unrealized exchange differences during period (1,424 ) Balance, December 31, 2017 6,703 Unrealized exchange differences during period -- Balance, December 31, 2018 $ 6,703 |
Significant Accounting Polici_4
Significant Accounting Policies: Other Comprehensive Income (Loss): Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Comprehensive Income (Loss) | Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2016 $ 8,127 $ 108,557 $ 116,684 Gain (loss) (1,424 ) (115,794 ) (117,218 ) Balance, December 31, 2017 6,703 (7,237 ) (534 ) Gain (loss) -- (2,412 ) (2,412 ) Balance, December 31, 2018 $ 6,703 $ (9,649 ) $ (2,946 ) |
Property and Equipment_ Schedul
Property and Equipment: Schedule of Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Property and Equipment | December 31, 2018 December 31, 2017 Office equipment $ 2,362 $ 2,362 Accumulated depreciation (1,652 ) (1,180 ) Property and equipment, net $ 710 $ 1,182 |
Intangible Assets_ Schedule of
Intangible Assets: Schedule of Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Intangible Assets | December 31, 2018 December 31, 2017 Intellectual property $ 31,500 $ -- Accumulated amortization (334 ) -- Intellectual property, net $ 31,166 $ -- |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses: Schedule of Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Accounts Payable and Accrued Expenses | December 31, 2018 December 31, 2017 Accounts payable-vendors $ 713,581 $ 680,719 Accrued payroll and taxes 80,995 44,995 Accrued interest 897,391 690,223 Other liabilities 779 1,940 Total accounts payable and accrued expenses $ 1,692,746 $ 1,417,877 |
Notes and Loans Payable_ Schedu
Notes and Loans Payable: Schedule of Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Notes and Loans Payable | December 31, 2018 December 31, 2017 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 500,000 688,755 Total $ 669,605 $ 858,360 |
Notes and Loans Payable_ Sche_2
Notes and Loans Payable: Schedule of Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Convertible Debt | Description Principal Interest Rate (%) Conversion Price Maturity Date Kasper Group, Ltd. $ 188,755 [1] 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. Reclassified as related party transaction in September 2018 (Note 8). [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, 2018 | |
Tables/Schedules | |
Schedule of Related Party Transactions | December 31, 2018 December 31, 2017 Notes payable, convertible, short-term $ 728,985 $ 500,230 Notes payable, long-term-secured -- 2,000,000 Less: unamortized discount -- (81,469 ) Total long-term notes payable, secured, net of discount -- 1,918,531 Notes payable, convertible, long-term-unsecured 2,443,720 2,064,044 Total long-term notes payable 2,443,720 3,982,575 Total notes payable 3,172,705 4,482,805 Accrued compensation 645,555 517,991 Reimbursable expenses/cash advances payable 152,706 152,706 Total related party payable 798,261 670,697 Total related party transactions $ 3,970,966 $ 5,153,502 |
Related Party Transactions_ S_2
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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] Huntington Chase LLC 40,000 5 $0.05 12/31/2023 William Nesbitt 86,317 5 $0.05 Funding [2] Kasper Group, Ltd. 188,755 [3] 7 $0.05 1 year from demand [3] Total short-term 728,985 Long-term: Huntington Chase Financial Group 1,123,000 5 $0.05 12/31/2021 E. William Withrow Jr. 894,256 5 $0.05 12/31/2021 John Macey 426,464 4 $0.25 12/31/2023 Total long-term 2,443,720 Total convertible notes payable $ 3,172,705 [1] No demand has been made [2] The requisite funding goals for repayment have not been met. [3] Reclassified from non-related party (Note 7). |
Related Party Transactions_ S_3
Related Party Transactions: Schedule of Related Party Activity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Related Party Activity | Total Promissory Notes Unamortized Discounts Accrued Compensation Expenses/Cash Advances Balance, 12/31/2016 $ 4,481,240 $ 4,149,274 $ (167,974 ) $ 356,835 $ 143,105 Increases 586,958 -- -- 576,156 10,202 Decreases 85,304 -- 86,505 -- (601 ) Conversions -- 415,000 -- (415,000 ) -- Net change 672,262 415,000 86,505 161,156 9,601 Balance, 12/31/2017 5,153,502 4,564,274 (81,469 ) 571,991 152,706 Increases 736,995 188,755 -- 548,240 -- Decreases (1,919,531 ) (2,000,000 ) [1] 81,469 (1,000 ) -- Conversions -- 419,676 -- (419,676 ) -- Net change (1,182,536 ) (1,391,569 ) 81,469 127,564 -- Balance, 12/31/2018 $ 3,970,966 $ 3,172,705 $ -- $ 645,555 $ 152,706 [1] Secured promissory note canceled, and underlying intellectual property rights returned to note holder. |
Stock Options and Awards_ Outst
Stock Options and Awards: Outstanding and Exercisable Options (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Outstanding and Exercisable 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 $0.10 500,000 4.80 $ 50,000 $0.63 $3.20 102,500 2.30 328,000 $3.20 602,500 $ 378,000 $2.34 |
Stock Options and Awards_ Sched
Stock Options and Awards: Schedule of Stock Options Activity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Stock Options Activity | Options Activity Number Weighted Average of Shares Exercise Price Outstanding at December 31, 2016 102,500 $3.20 Granted -- -- Exercised -- -- Expired / Cancelled -- -- Outstanding at December 31, 2017 102,500 $3.20 Granted 500,000 $0.63 Exercised -- -- Expired / Cancelled -- -- Outstanding at December 31, 2018 602,500 $2.34 |
Stock Options and Awards_ Sch_2
Stock Options and Awards: Schedule of Restricted Stock Awards Activity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Restricted Stock Awards Activity | Restricted Stock Awards Activity Number Deferred of Shares Compensation Outstanding at December 31, 2017 -- $ -- Granted 1,000,000 9,000 Vested (83,333 ) (750 ) Forfeited/Canceled -- -- Outstanding at December 31, 2018 916,667 $ 8,250 |
Income Taxes_ Schedule of Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | December 31, 2018 December 31, 2017 Income (loss) and comprehensive loss before taxes $ 1,091,454 $ (1,008,234 ) Comprehensive loss (2,412 ) (117,794 ) Income (loss) before taxes 1,093,866 (891,016 ) Statutory rate (Fed & State(s)) 30% 43% Computed expected tax payable (recovery) 141,500 (357,500 ) Effect of the U.S. tax law change 1,890,600 -- Tax effect of non-deductible expenses: Discount amortization 24,300 37,100 Total tax effect of non-deductible expenses 24,300 37,100 Change in valuation allowance (2,056,400 ) 320,400 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, 2018 | |
Tables/Schedules | |
Components of Deferred Tax Assets and Liabilities | December 31, 2018 December 31, 2017 Net operating loss carried forward $ 2,818,800 $ 4,735,000 Officers’ accrued compensation 784,000 937,400 Accrued related party interest 113,600 100,400 Valuation allowance (3,716,400 ) (5,772,800 ) Net deferred income tax asset $ -- $ -- |
Income Taxes_ Summary of Operat
Income Taxes: Summary of Operating Loss Carryforwards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Summary of Operating Loss Carryforwards | Tax Year Net Operating Loss Expires 2010 $ 1,586,900 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 2017 443,400 2037 2018 222,300 No expiration Total $ 10,160,100 |
Overview and Nature of Busine_2
Overview and Nature of Business (Details) - Safer, Inc., Intellectual Property | 12 Months Ended |
Dec. 31, 2018 USD ($) $ / shares shares | |
Intellectual Property Acquisition, 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, Value | $ 3,500 |
Intellectual Property Acquisition, Earn Out, % | 3% |
Intellectual Property Acquisition, Earn Out, %, Maximum | $ 1,000,000 |
Intellectual Property Acquisition, Royalty, % | 1.50% |
Overview and Nature of Busine_3
Overview and Nature of Business: Going Concern (Details) | Dec. 31, 2018 USD ($) |
Details | |
Accumulated Deficit | $ 17,418,034 |
Working Capital Deficit | $ 3,889,597 |
Significant Accounting Polici_5
Significant Accounting Policies: Foreign Currency Translation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Foreign Currency Exchange Differences, Current Period | $ 0 | $ 1,424 |
Foreign Currency Exchange Differences | $ 6,703 | $ 6,703 |
Significant Accounting Polici_6
Significant Accounting Policies: Foreign Currency Translation: Schedule of Foreign Currency Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Balance, Beginning | $ 6,703 | |
Balance, Ending | 6,703 | $ 6,703 |
Unrealized Foreign Currency Exchange | ||
Balance, Beginning | 6,703 | 8,127 |
Unrealized exchange differences during period | 0 | (1,424) |
Balance, Ending | $ 6,703 | $ 6,703 |
Significant Accounting Polici_7
Significant Accounting Policies: Property and Equipment (Details) | Dec. 31, 2018 |
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, 2018 | |
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: Other Comprehensive Income (Loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Comprehensive Income (Loss) | $ 2,412 | $ 117,218 |
Comprehensive Income (Loss), Cumulative | $ 2,946 | $ 534 |
Significant Accounting Polic_10
Significant Accounting Policies: Other Comprehensive Income (Loss): Comprehensive Income (Loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Unrealized Foreign Currency Exchange | ||
Balance | $ 6,703 | $ 8,127 |
Gain (loss) | 0 | (1,424) |
Balance | 6,703 | 6,703 |
Unrealized Securities Gains (Losses) | ||
Balance | (7,237) | 108,557 |
Gain (loss) | (2,412) | (115,794) |
Balance | (9,649) | (7,237) |
AOCI | ||
Balance | (534) | 116,684 |
Gain (loss) | (2,412) | (117,218) |
Balance | $ (2,946) | $ (534) |
Investment in Securities (Detai
Investment in Securities (Details) - OTC: AZFL Common Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Securities, Shares Held | 12,061,854 | |
Securities, Unrealized Gain (Loss) | $ 2,412 | $ 115,794 |
Securities, Unrealized Gain (Loss), Cumulative | 9,649 | 7,237 |
Securities, Fair Value | $ 2,413 | $ 4,825 |
Property and Equipment_ Sched_2
Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Office Equipment | $ 2,362 | $ 2,362 |
Accumulated Depreciation | (1,652) | (1,180) |
Property and Equipment, Net | $ 710 | $ 1,182 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Depreciation Expense | $ 472 | $ 472 |
Intangible Assets_ Schedule o_2
Intangible Assets: Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Intellectual Property | $ 31,500 | $ 0 |
Accumulated Amortization | (334) | 0 |
Intellectual Property, Net | $ 31,166 | $ 0 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Amortization Expense | $ 334 | $ 0 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses: Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Accounts Payable-Vendors | $ 713,581 | $ 680,719 |
Accrued Payroll and Taxes | 80,995 | 44,995 |
Accrued Interest | 897,391 | 690,223 |
Other liabilities | 779 | 1,940 |
Total Accounts Payable and Accrued Expenses | $ 1,692,746 | $ 1,417,877 |
Notes and Loans Payable_ Sche_3
Notes and Loans Payable: Schedule of Notes and Loans Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 500,000 | 688,755 |
Total Notes and Loans Payable | $ 669,605 | $ 858,360 |
Notes and Loans Payable_ Sche_4
Notes and Loans Payable: Schedule of Convertible Debt (Details) | 12 Months Ended |
Dec. 31, 2018 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, 2018 | Dec. 31, 2017 |
Details | ||
Loans Payable | $ 44,605 | $ 44,605 |
Notes Payable, Unsecured | 125,000 | 125,000 |
Notes Payable, Unsecured, Convertible | $ 500,000 | $ 688,755 |
Notes and Loans Payable_ Intere
Notes and Loans Payable: Interest Rates (Details) | Dec. 31, 2018 |
Minimum | |
Notes Payable, Interest Rates (%) | 5% |
Maximum | |
Notes Payable, Interest Rates (%) | 25% |
Notes and Loans Payable_ Conver
Notes and Loans Payable: Conversion Price (Details) | Dec. 31, 2018 $ / shares |
Minimum | |
Notes Payable, Unsecured, Convertible, Conversion Price | $ 0.05 |
Maximum | |
Notes Payable, Unsecured, Convertible, Conversion Price | $ 0.25 |
Notes and Loans Payable_ Accrue
Notes and Loans Payable: Accrued Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Interest Expense | $ 60,797 | $ 65,213 |
Accrued Interest, To Related Party | 68,726 | 0 |
Accrued Interest | $ 351,066 | $ 358,995 |
Related Party Transactions_ S_4
Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Notes payable, convertible, short-term | $ 728,985 | $ 500,230 |
Notes Payable-Long-Term-Secured | 0 | 2,000,000 |
Less: Unamortized Discount | 0 | (81,469) |
Total Long-Term Notes Payable, Secured, Net of Discount | 0 | 1,918,531 |
Notes payable, convertible, long-term, unsecured | 2,443,720 | 2,064,044 |
Total long-term notes payable | 2,443,720 | 3,982,575 |
Total notes payable | 3,172,705 | 4,482,805 |
Accrued Compensation | 645,555 | 517,991 |
Reimbursable expenses/cash advances payable | 152,706 | 152,706 |
Total Related Party Payable | 798,261 | 670,697 |
Total related party transactions | $ 3,970,966 | $ 5,153,502 |
Related Party Transactions_ S_5
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Details) | 12 Months Ended |
Dec. 31, 2018 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 |
Huntington Chase LLC | |
Convertible Notes Payable, Principal | $ 40,000 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | 12/31/2023 |
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 |
Kasper Group, Ltd | |
Convertible Notes Payable, Principal | $ 188,755 |
Convertible Notes Payable, Interest Rate | 7% |
Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Convertible Notes Payable, Maturity | 1 year from demand |
Short-Term, Total | |
Convertible Notes Payable, Principal | $ 728,985 |
Huntington Chase Financial Group | |
Convertible Notes Payable, Principal | $ 1,123,000 |
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 | $ 894,256 |
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 | $ 2,443,720 |
Convertible Notes, Related Party Total | |
Convertible Notes Payable, Principal | $ 3,172,705 |
Related Party Transactions_ Int
Related Party Transactions: Interest Rates (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | |
Notes Payable, Interest Rate (%) | 5% |
Maximum | |
Notes Payable, Interest Rate (%) | 7% |
Related Party Transactions_ Con
Related Party Transactions: Conversion Price (Details) | Dec. 31, 2018 $ / shares |
Minimum | |
Convertible Notes Payable, Conversion Price | $ 0.05 |
Maximum | |
Convertible Notes Payable, Conversion Price | $ 0.25 |
Related Party Transactions_ Sum
Related Party Transactions: Summary (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Debt, Total | ||
Due to Related Parties, Beginning of Period | $ 5,153,502 | |
Increase (Decrease) During Period, Net | (1,182,536) | $ 672,262 |
Due to Related Parties, End of Period | 3,970,966 | 5,153,502 |
Unamortized Discounts | ||
Due to Related Parties, Beginning of Period | 81,469 | |
Increase (Decrease) During Period, Net | (81,469) | (86,505) |
Due to Related Parties, End of Period | 0 | 81,469 |
Loans Payable | ||
Due to Related Parties, Beginning of Period | 4,482,805 | |
Increase (Decrease) During Period, Net | (1,391,569) | 415,000 |
Due to Related Parties, End of Period | 3,172,705 | 4,482,805 |
Accrued Compensation | ||
Due to Related Parties, Beginning of Period | 517,991 | |
Increase (Decrease), Accrued Compensation | 548,240 | 576,176 |
Increase (Decrease), Accrued Compensation, Converted to Note Payable | (419,676) | (415,000) |
Increase (Decrease) During Period, Net | 127,564 | 161,156 |
Due to Related Parties, End of Period | 645,555 | 517,991 |
Reimb Exp/Cash Advances | ||
Due to Related Parties, Beginning of Period | 152,706 | |
Increase (Decrease), Payments to Related Parties | 0 | (601) |
Increase (Decrease), Cash Advances | 0 | 10,202 |
Increase (Decrease) During Period, Net | 0 | 9,601 |
Due to Related Parties, End of Period | $ 152,706 | $ 152,706 |
Related Party Transactions_ S_6
Related Party Transactions: Schedule of Related Party Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Promissory Notes | ||
Due To Related Party, Balance | $ 4,564,274 | $ 4,149,274 |
Due to Related Party, Increases | 188,755 | 0 |
Due to Related Party, Decreases | (2,000,000) | 0 |
Due to Related Party, Conversions | 419,676 | 415,000 |
Due to Related Party, Net Change | (1,391,569) | 415,000 |
Due To Related Party, Balance | 3,172,705 | 4,564,274 |
Unamortized Discounts | ||
Due To Related Party, Balance | (81,469) | (167,974) |
Due to Related Party, Increases | 0 | 0 |
Due to Related Party, Decreases | 81,469 | 86,505 |
Due to Related Party, Conversions | 0 | 0 |
Due to Related Party, Net Change | 81,469 | 86,505 |
Due To Related Party, Balance | 0 | (81,469) |
Accrued Compensation | ||
Due To Related Party, Balance | 571,991 | 356,835 |
Due to Related Party, Increases | 548,240 | 576,156 |
Due to Related Party, Decreases | (1,000) | 0 |
Due to Related Party, Conversions | (419,676) | (415,000) |
Due to Related Party, Net Change | 127,564 | 161,156 |
Due To Related Party, Balance | 645,555 | 571,991 |
Expenses/Cash Advances | ||
Due To Related Party, Balance | 152,706 | 143,105 |
Due to Related Party, Increases | 0 | 10,202 |
Due to Related Party, Decreases | 0 | (601) |
Due to Related Party, Conversions | 0 | 0 |
Due to Related Party, Net Change | 0 | 9,601 |
Due To Related Party, Balance | 152,706 | 152,706 |
Related Party Debt, Total | ||
Due To Related Party, Balance | 5,153,502 | 4,481,240 |
Due to Related Party, Increases | 736,995 | 586,958 |
Due to Related Party, Decreases | (1,919,531) | 85,304 |
Due to Related Party, Conversions | 0 | 0 |
Due to Related Party, Net Change | (1,182,536) | 672,262 |
Due To Related Party, Balance | $ 3,970,966 | $ 5,153,502 |
Related Party Transactions_ Pro
Related Party Transactions: Promissory Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Gain on Extinguishment of Debt | $ 2,000,000 | $ 0 |
Huntington Chase Financial Group | ||
Convertible Promissory Note, Date | Dec. 31, 2010 | |
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 | $ 18,200 | 18,200 |
Convertible Promissory Note, Accrued Interest, Total | $ 79,192 | 60,992 |
William Nesbitt | ||
Convertible Promissory Note, Date | Dec. 31, 2011 | |
Convertible Promissory Note, Principal, Modified | $ 86,317 | |
Convertible Promissory Note, Interest Rate (%) | 5% | |
Convertible Promissory Note, Conversion Price | $ 0.05 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 4,315 | 4,316 |
Convertible Promissory Note, Accrued Interest, Total | $ 28,647 | 24,332 |
PTSG Note Holders | ||
Convertible Promissory Note, Date | Dec. 09, 2013 | |
Convertible Promissory Note, Interest Rate (%) | 5% | |
Convertible Promissory Note, Term (Yrs) | 5 | |
Convertible Promissory Note, Principal, Original | $ 2,000,000 | |
Convertible Promissory Note, Maturity Date | Dec. 09, 2018 | |
Convertible Promissory Note, Discount | $ 432,940 | |
Convertible Promissory Note, Discount, Amortization | 81,469 | 86,505 |
Convertible Promissory Note, Discount, Unamortized | 0 | 81,469 |
Gain on Extinguishment of Debt | $ 2,000,000 | |
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 | $ 10,774 | 10,774 |
Convertible Promissory Note, Accrued Interest, Total | $ 81,268 | 70,494 |
E. William Withrow Jr | ||
Convertible Promissory Note, Date | Dec. 31, 2014 | |
Convertible Promissory Note, Principal, Modified | $ 894,256 | |
Convertible Promissory Note, Interest Rate (%) | 5% | |
Convertible Promissory Note, Conversion Price | $ 0.05 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 40,928 | 30,280 |
Convertible Promissory Note, Accrued Interest, Total | 105,570 | 64,642 |
Convertible Promissory Note, Principal, Original | $ 189,583 | |
Convertible Promissory Note, Maturity Date | Dec. 31, 2021 | |
Huntington Chase Financial Group | ||
Convertible Promissory Note, Date | Dec. 31, 2014 | |
Convertible Promissory Note, Principal, Modified | $ 1,123,000 | |
Convertible Promissory Note, Interest Rate (%) | 5% | |
Convertible Promissory Note, Conversion Price | $ 0.05 | |
Convertible Promissory Note, Accrued Interest, Current Period | $ 50,679 | 38,679 |
Convertible Promissory Note, Accrued Interest, Total | 132,684 | 82,005 |
Convertible Promissory Note, Principal, Original | $ 260,000 | |
Convertible Promissory Note, Maturity Date | Dec. 31, 2021 | |
John Macey | ||
Convertible Promissory Note, Date | Dec. 31, 2015 | |
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 | $ 17,058 | 17,059 |
Convertible Promissory Note, Accrued Interest, Total | 45,822 | 28,764 |
Convertible Promissory Note, Principal, Original | $ 214,500 | |
Convertible Promissory Note, Maturity Date | Dec. 31, 2023 | |
Huntington Chase LLC | ||
Convertible Promissory Note, Interest Rate (%) | 5% | |
Convertible Promissory Note, Conversion Price | $ 0.05 | |
Convertible Promissory Note, Principal, Original | $ 40,000 | |
Convertible Promissory Note, Maturity Date | Dec. 31, 2023 | |
Promissory Notes | ||
Increase (Decrease) During Period, Net | $ (1,310,100) | 501,505 |
Increase (Decrease), Notes Payable | 419,676 | 415,000 |
Increase (Decrease), Related to Non-Related Pty | 188,755 | 0 |
Increase (Decrease), Cancellation of Debt | 2,000,000 | 0 |
Increase (Decrease), Unamortized Discounts | $ 81,469 | $ 86,505 |
Related Party Transactions_ Acc
Related Party Transactions: Accrued Compensation (Details) - Accrued Compensation - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease), Accrued Compensation | $ 548,240 | $ 576,176 |
Increase (Decrease), Accrued Compensation, Converted to Note Payable | (419,676) | (415,000) |
Increase (Decrease), Accrued Compensation, Paid | (1,000) | 0 |
Increase (Decrease) During Period, Net | $ 127,564 | $ 161,156 |
Related Party Transactions_ Rei
Related Party Transactions: Reimb Expenses & Cash Advances (Details) - Reimb Exp/Cash Advances - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) During Period, Net | $ 0 | $ 9,601 |
Increase (Decrease), Cash Advances | 0 | 10,202 |
Increase (Decrease), Payments to Related Parties | $ 0 | $ (601) |
Related Party Transactions_ A_2
Related Party Transactions: Accrued Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Accrued Interest, Related Party, Current Period | $ 215,096 | $ 119,308 |
Accrued Interest, Related Party | $ 546,325 | $ 331,229 |
Related Party Transactions_ Agr
Related Party Transactions: Agreements (Details) | 12 Months Ended |
Dec. 31, 2018 USD ($) $ / shares shares | |
E. William Withrow Jr | |
Employment Agreement, Date | Dec. 04, 2013 |
Employment Agreement, Term (Yrs) | 2 |
Employment Agreement, Compensation (Annual) | $ 175,000 |
Employment Agreement, Stock Award, Shares | shares | 1,000,000 |
Employment Agreement, Stock Award, Value | $ 250,000 |
Employment Agreement, Stock Award, Cost Per Share | $ / shares | $ 0.001 |
Employment Agreement, Expiration/Termination | Sep. 19, 2018 |
Huntington Chase Financial Group | |
Consulting Agreement, Date | Dec. 04, 2013 |
Consulting Agreement, Compensation (Annual) | $ 240,000 |
Consulting Agreement, Term (Yrs) | 4 |
Consulting Agreement, Expiration/Termination | Oct. 31, 2018 |
Huntington Chase LLC | |
Consulting Agreement, Date | Nov. 01, 2018 |
Consulting Agreement, Compensation (Annual) | $ 240,000 |
Consulting Agreement, Term (Yrs) | 3 |
MJ Management Services Inc | |
Consulting Agreement, Date | Dec. 01, 2014 |
Consulting Agreement, Compensation (Annual) | $ 120,000 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Expiration/Termination | Oct. 31, 2018 |
Consulting Agreement, Stock Award, Shares | shares | 500,000 |
Consulting Agreement, Stock Award, Value | $ 149,500 |
Consulting Agreement, Stock Award, Cost Per Share | $ / shares | $ 0.001 |
Consulting Agreement, New, Date | Nov. 01, 2018 |
Consulting Agreement, New, Term (Yrs) | 3 |
Consulting Agreement, New, Compensation (Annual) | $ 150,000 |
Consulting Agreement, New, Stock Options, Shares | shares | 500,000 |
Consulting Agreement, New, Stock Options, Exercise Price | $ / shares | $ 0.10 |
Consulting Agreement, New, Stock Options, Life (Yrs) | 5 |
Consulting Agreement, New, Stock Options, Vest Period (Mos) | 24 |
Consulting Agreement, New, Stock Options, Value, Black-Scholes | $ 0 |
Consulting Agreement, New, Stock Options, Value, Black-Scholes, Exp Term | 4.75 |
Consulting Agreement, New, Stock Options, Value, Black-Scholes, Volatility | 35.59% |
Consulting Agreement, New, Stock Options, Value, Black-Scholes, Risk Free Int Rate | 2.96% |
Consulting Agreement, New, Stock Options, Value, Black-Scholes, Dividend Yield | 0% |
Kasper Group, Ltd | |
Employment Agreement, 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 Award, Shares, Value | $ 10,000 |
Employment Agreement, Stock Award, Per Share | $ / shares | $ 0.001 |
Related Party Transactions_ Sto
Related Party Transactions: Stock Issuances (Details) - Kasper Group, Ltd | 12 Months Ended |
Dec. 31, 2018 USD ($) $ / shares shares | |
Stock Issuance, Date | Oct. 01, 2018 |
Stock Issuance, Shares | shares | 1,000,000 |
Stock Issuance, Value | $ 10,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 1,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2018 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 | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 Issued, Current Period | 8,000,000 | 0 |
Common Stock, Shares, Outstanding | 77,382,753 | 69,382,753 |
Capital Stock_ Activity (Detail
Capital Stock: Activity (Details) | 12 Months Ended | |
Dec. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | |
Common Stock, Shares | ||
Stock Issued for Services-Related Party | $ 1,000,000 | $ 0 |
Stock Issued-Intellectual Property Acquisition | 3,500,000 | 0 |
Stock Issued-Intellectual Property Acquisition Cancellation | 3,500,000 | 0 |
Common Stock, Value | ||
Stock Issued for Services-Related Party | $ 10,000 | $ 0 |
Stock Issued-Intellectual Property Acquisition | 35,000 | 0 |
Proceeds | ||
Stock Issued for Services-Related Party | $ 1,000 | |
Stock Issued-Intellectual Property Acquisition | 3,500 | 0 |
Paid In Capital | ||
Stock Issued for Services-Related Party | $ 9,000 | $ 0 |
Stock Issued-Intellectual Property Acquisition | 31,500 | 0 |
Deferred Compensation | ||
Stock Issued for Services-Related Party | $ 9,000 | $ 0 |
Deferred Compensation, Amortization Period (Mos) | ||
Stock Issued for Services-Related Party | $ 33 |
Capital Stock_ Deferred Compens
Capital Stock: Deferred Compensation (Details) | 12 Months Ended | |
Dec. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | |
Details | ||
Deferred Compensation | $ 9,000 | $ 0 |
Deferred Compensation, Current Period Amortization | 750 | 0 |
Deferred Compensation, Cumulative | $ 8,250 | $ 0 |
Defered Compensation, Remaining Amortization Period (Mos) | 33 |
Stock Options and Awards (Detai
Stock Options and Awards (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Stock Options, Outstanding | 602,500 | 102,500 |
Stock Options and Awards_ Activ
Stock Options and Awards: Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Stock Options, Grants, Shares | 500,000 | 0 |
Stock Options, Grants, Value | $ 0 | $ 0 |
Stock Options, Value, Black-Scholes, Exp Term | 4 years 9 months | |
Stock Options, Value, Black-Scholes, Volatility | 35.59% | |
Stock Options, Value, Black-Scholes, Risk Free Int Rate | 2.96% | |
Stock Options, Value, Black-Scholes, Dividend Yield | 0% |
Stock Options and Awards_ Out_2
Stock Options and Awards: Outstanding and Exercisable Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options, Number of Outstanding Options | 500,000 | 0 |
Stock Options, Exercise Price x Shares | $ 0 | $ 0 |
$0.10 | ||
Stock Options, Number of Outstanding Options | 500,000 | |
Stock Options, Remaining Contractual Term | 4 years 9 months 18 days | |
Stock Options, Exercise Price x Shares | $ 50,000 | |
Stock Options, Weighted Average Exercise Price | $ 0.63 | |
$3.20 | ||
Stock Options, Number of Outstanding Options | 102,500 | |
Stock Options, Remaining Contractual Term | 2 years 3 months 18 days | |
Stock Options, Exercise Price x Shares | $ 328,000 | |
Stock Options, Weighted Average Exercise Price | $ 3.20 |
Stock Options and Awards_ Sch_3
Stock Options and Awards: Schedule of Stock Options Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options, Outstanding | 102,500 | |
Stock Options, Outstanding | 602,500 | 102,500 |
Stock Options | ||
Stock Options, Outstanding | 102,500 | 102,500 |
Stock Options, Granted | 500,000 | 0 |
Stock Options, Exercised | 0 | 0 |
Stock Options, Expired/Canceled | 0 | 0 |
Stock Options, Outstanding | 602,500 | 102,500 |
Weighted Average Exercise Price | ||
Stock Options, Outstanding | 3.20 | 3.20 |
Stock Options, Granted | 0.63 | 0 |
Stock Options, Exercised | 0 | 0 |
Stock Options, Expired/Canceled | 0 | 0 |
Stock Options, Outstanding | 2.34 | 3.20 |
Stock Options and Awards_ Restr
Stock Options and Awards: Restricted Stock Awards (Details) | 12 Months Ended | |
Dec. 31, 2018 USD ($) shares | Dec. 31, 2017 USD ($) shares | |
Details | ||
Restricted Stock Award, Granted, Shares | shares | 1,000,000 | 0 |
Restricted Stock Award, Granted, Value | $ 10,000 | $ 0 |
Restricted Stock Award, Granted, Cost | $ 1,000 | $ 0 |
Restricted Stock Award, Vested, Shares | shares | 83,333 | 0 |
Restricted Stock Award, Deferred Compensation | $ 9,000 | $ 0 |
Restricted Stock Award, Vested, Value | $ 750 | $ 0 |
Restricted Stock Award, Unvested, Shares | shares | 916,667 | 0 |
Restricted Stock Award, Unvested, Deferred Compensation | $ 8,250 | $ 0 |
Restricted Stock Award, Remaining Amortization Period (Mos) | 33 |
Stock Options and Awards_ Sch_4
Stock Options and Awards: Schedule of Restricted Stock Awards Activity (Details) | 12 Months Ended |
Dec. 31, 2018 shares | |
Restricted Stock Award | |
Restricted Stock Awards, Outstanding | 0 |
Restricted Stock Awards, Granted | 1,000,000 |
Restricted Stock Awards, Vested | (83,333) |
Restricted Stock Awards, Forfeited/Canceled | 0 |
Restricted Stock Awards, Outstanding | 916,667 |
Deferred Compensation | |
Restricted Stock Awards, Outstanding | 0 |
Restricted Stock Awards, Granted | 9,000 |
Restricted Stock Awards, Vested | (750) |
Restricted Stock Awards, Forfeited/Canceled | 0 |
Restricted Stock Awards, Outstanding | 8,250 |
Income Taxes_ Schedule of Eff_2
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Income (Loss) and Comprehensive Income (Loss) Before Taxes | $ 1,091,454 | $ (1,008,234) |
Comprehensive loss | (2,412) | (117,794) |
Income (loss) before taxes | $ 1,093,866 | $ (891,016) |
Statutory Rate (Fed & State(s)) | 30% | 43% |
Computed Expected Tax Payable (Recovery) | $ 141,500 | $ (357,500) |
Effect of the U.S. tax law change | 1,890,600 | 0 |
Tax effect of non-deductible expenses | ||
Discount amortization | 24,300 | 37,100 |
Total tax effect of non-deductible expenses | 24,300 | 37,100 |
Change in Valuation Allowance | 2,056,400 | (320,400) |
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, 2018 | Dec. 31, 2017 |
Details | ||
Deferred Tax Asset, Net Operating Losses | $ 2,818,800 | $ 4,735,000 |
Deferred Tax Asset, Officers Accrued Compensation | 784,000 | 937,400 |
Deferred Tax Asset, Related Party Interest | 113,600 | 100,400 |
Deferred Tax Asset, Valuation Allowance | (3,716,400) | (5,772,800) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Income Taxes_ Extinguishment of
Income Taxes: Extinguishment of Debt (Details) | 12 Months Ended |
Dec. 31, 2018 USD ($) | |
Details | |
Extinguishment of Debt, Principal | $ 2,000,000 |
Income Taxes_ Summary of Oper_2
Income Taxes: Summary of Operating Loss Carryforwards (Details) | 12 Months Ended |
Dec. 31, 2018 USD ($) | |
Tax Year 2010 | |
Net Operating Loss | $ 1,586,900 |
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 |
Tax Year 2017 | |
Net Operating Loss | $ 443,400 |
Expires | 2037 |
Tax Year 2018 | |
Net Operating Loss | $ 222,300 |
Expires | No expiration |
Total | |
Net Operating Loss | $ 10,160,100 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2018 USD ($) | |
Years Open to Examination, Beginning Year | 2012 |
Domestic Tax Authority | |
Net Operating Loss | $ 10,160,100 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2018 USD ($) $ / shares shares | |
Related Party Transactions | |
Related Party Loans, Beginning, Date | Jan. 01, 2019 |
Related Party Loans, Increase | $ 2,033,902 |
Related Party Loans, Total, Beginning | 3,970,966 |
Related Party Loans, Total, Ending | $ 6,004,868 |
Related Party Loans, Ending, Date | Dec. 31, 2022 |
Related Party Loans, Increase, Promissory Notes, Total | $ 2,316,466 |
Related Party Loans, Increase, Promissory Notes, From Non-Related Party | 110,995 |
Related Party Loans, Decrease, Promissory Notes, To Non-Related Party | 426,464 |
Related Party Loans, Increase, Promissory Notes, From Accrued Compensation | 3,969.845 |
Related Party Loans, Increase, Promissory Notes, BCF Discounts | 1,052,494 |
Related Party Loans, Decrease, Promissory Notes, Unamortized Discounts | 741,616 |
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 | 166,832 |
Related Party Loans, Increase, Accrued Compensation | 3,919,785 |
Related Party Loans, Decrease, Accrued Compensation, To Promissory Notes | 3,969,845 |
Related Party Loans, Decrease, Accrued Compensation, To Non-Related Party | 55,000 |
Related Party Loans, Decrease, Accrued Compensation, Payments for Stock | 5,500 |
Related Party Loans, Decrease, Accrued Compensation, Payments To Related Parties | 55,972 |
Related Party Loans, Increase, Reimb Exps and Cash Advances | $ 115,732 |
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 |
Consulting Agreement | |
Subsequent Event, Date | May 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 150,000 |
Consulting Agreement, Profit Particpation, % | 12.50% |
Consulting Agreement, Stock Options, Shares | shares | 6,875,093 |
Consulting Agreement, Stock Options, Value | $ 39,875 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.005 |
Consulting Agreement, Stock Options, Life (Yrs) | 5 |
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 | |
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 | |
Subsequent Event, Date | May 01, 2019 |
Consulting Agreement, Term (Yrs) | 3 |
Consulting Agreement, Compensation (Yr) | $ 175,000 |
Consulting Agreement, Profit Particpation, % | 12.50% |
Consulting Agreement, Stock Options, Shares | shares | 2,750,040 |
Consulting Agreement, Stock Options, Value | $ 15,950 |
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% |
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, 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. |
Consulting Agreement, Stock Options, Vest Period (Mos) | 36 |
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 |