Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 11, 2014 | Jun. 30, 2013 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'CALIBRUS, INC. | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001448558 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 15,011,080 | ' |
Entity Public Float | ' | ' | $2,726,956 |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash and cash equivalents | $19,622 | $24,692 |
Accounts receivable - trade, net | ' | 423,319 |
Prepaid expenses | 398 | 4,811 |
Total Current Assets | 20,020 | 452,822 |
Property and equipment, net | 450 | 9,138 |
Deposits | 818 | 935 |
Assets held for sale | 0 | 15,241 |
Total Assets | 21,288 | 478,136 |
Current Liabilities | ' | ' |
Convertible related party notes payable | ' | 15,000 |
Notes payable | 75,000 | 450,000 |
Related party notes payable and short term cash advances | 449,900 | 559,900 |
Due to factor | ' | 253,595 |
Accounts payable - trade | 331,913 | 833,987 |
Accrued liabilities | 202,682 | 360,796 |
Total Liabilities | 1,059,495 | 2,473,278 |
Stockholders' Equity (Deficit) | ' | ' |
Preferred stock, $.001 par value, 5,000,000 shares authorized, none issued or outstanding | ' | ' |
Common stock, $.001 par value, 45,000,000 shares authorized, 15,011,080 and 13,871,080 shares issued and outstanding | 15,011 | 13,871 |
Additional paid-in capital | 9,667,866 | 9,297,446 |
Accumulated deficit | -10,721,084 | -11,306,459 |
Total Stockholders' Equity (Deficit) | -1,038,207 | -1,995,142 |
Total Liabilities and Stockholders' Equity (Deficit) | $21,288 | $478,136 |
BALANCE_SHEETS_PARENTHETICAL
BALANCE SHEETS (PARENTHETICAL) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position | ' | ' |
Common Stock, par or stated value | $0.00 | $0.00 |
Common Stock, shares authorized | 45,000,000 | 45,000,000 |
Common Stock, shares issued | 15,011,080 | 13,871,080 |
Common Stock, shares outstanding | 15,011,080 | 13,871,080 |
Preferred Stock, par or stated value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement | ' | ' |
Revenues | ' | ' |
Cost of revenues | ' | ' |
Gross profit | ' | ' |
General and administrative expenses | 641,558 | 922,886 |
Impairment expense | ' | 108,458 |
Research and development | 0 | 1,382,100 |
Income (loss) from Operations | -641,558 | -2,413,444 |
Other Income (Expense): | ' | ' |
Gain on settlement of debt | 57,980 | ' |
Interest income | ' | 2 |
Interest expense | -260,674 | -286,171 |
Total Other Income (Expense) | -202,694 | -286,169 |
Loss from continued operations | -844,252 | -2,699,613 |
Income from discontinued operations | 1,429,627 | 1,438,630 |
Income (loss) before income taxes | 585,375 | -1,260,983 |
Income taxes | ' | ' |
Net Income (Loss) | $585,375 | ($1,260,983) |
Loss per common share from continued operations | ' | ' |
Basic and diluted | ($0.06) | ($0.20) |
Income per common share from discontinued operations | ' | ' |
Basic and diluted | $0.10 | $0.10 |
Net income (loss) per common share | ' | ' |
Basic and diluted | $0.04 | ($0.10) |
Weighted average common shares; basic and diluted | 14,230,258 | 13,837,758 |
STATEMENTS_OF_CHANGES_IN_STOCK
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Equity Balance, beginning of period, Value at Dec. 31, 2011 | $13,809 | $9,277,185 | ($10,045,476) | ($754,482) |
Equity Balance, beginning of period, Shares at Dec. 31, 2011 | 13,808,580 | ' | ' | ' |
Warrant extensions | ' | 10 | ' | 10 |
Warrants exercised, Value | 62 | 20,251 | ' | 20,313 |
Warrants exercised, Shares | 62,500 | ' | ' | ' |
Net Income (Loss) | ' | ' | -1,260,983 | -1,260,983 |
Equity Balance, end of period, Value at Dec. 31, 2012 | 13,871 | 9,297,446 | -11,306,459 | -1,995,142 |
Equity Balance, end of period, Shares at Dec. 31, 2012 | 13,871,080 | ' | ' | ' |
Warrant extensions | ' | 86,560 | ' | 86,560 |
Stock issue for services, Value | 1,040 | 258,960 | ' | 260,000 |
Stock issue for services, Shares | 1,040,000 | ' | ' | ' |
Sale of common stock, Value | 100 | 24,900 | ' | 25,000 |
Sale of common stock, Shares | 100,000 | ' | ' | ' |
Net Income (Loss) | ' | ' | 585,375 | 585,375 |
Equity Balance, end of period, Value at Dec. 31, 2013 | $15,011 | $9,667,866 | ($10,721,084) | ($1,038,207) |
Equity Balance, end of period, Shares at Dec. 31, 2013 | 15,011,080 | ' | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net Income (Loss) | $585,375 | ($1,260,983) |
Adjustments to reconcile net income (loss) to net cash used by operating activities: | ' | ' |
Depreciation and amortization | 7,971 | 19,104 |
Bad debt expense | -49,999 | ' |
Amortization of financing costs | ' | 500 |
Amortization of debt discount | ' | 19,167 |
Warrant extensions | 86,560 | 10 |
Impairment expense | ' | 108,458 |
Gain on settlement of debt | -57,980 | ' |
Gain on sale of TPV Business | -991,462 | ' |
Changes in assets and liabilities: | ' | ' |
Accounts receivable - trade | 473,318 | 103,094 |
Prepaid expenses | 3,252 | -72,576 |
Deposits | 117 | 115 |
Accounts payable - trade | -249,664 | 357,288 |
Accrued liabilities | -81,727 | 143,926 |
Net cash used by operating activities | -274,239 | -581,897 |
Cash flows from investing activities: | ' | ' |
Purchase of fixed assets | -2,236 | -2,418 |
Sale of TPV Business | 1,000,000 | ' |
Net cash (used) provided by investing activities | 997,764 | -2,418 |
Cash flows from financing activities: | ' | ' |
Proceeds from sale of common stock | 25,000 | ' |
Proceeds from warrant exercises | ' | 20,313 |
Proceeds from issuance of debt and short term advances | ' | 605,000 |
Repayment of debt and short term advances | -500,000 | -42,000 |
Proceeds from factoring line | 902,459 | 2,498,307 |
Repayments of factoring line | -1,156,054 | -2,483,678 |
Net cash (used) provided by financing activities | -728,595 | 597,942 |
Net increase (decrease) in cash and cash equivalents | -5,070 | 13,627 |
Cash and cash equivalents at beginning of year | 24,692 | 11,065 |
Cash and cash equivalents at end of year | 19,622 | 24,692 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid during the years for Interest | 122,125 | 164,214 |
Cash paid during the years for Income taxes | 50 | 50 |
Non-cash investing and financing activities | ' | ' |
Stock issued for services | $260,000 | ' |
Note_1_Summary_of_Significant_
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates | ' | ||
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates __________________ | |||
Operations | |||
Calibrus, Inc. (the “Company”) was incorporated on October 22, 1999, in the State of Nevada. The Company’s principal business purpose had been to operate a customer contact center for a variety of clients located throughout the United States. The Company provided customer contact support services for various companies wishing to outsource these functions. On June 15, 2012, the Company entered into a purchase agreement to sell substantially all of the assets related to the Company’s Third Party Verification (“TPV business”) to Calibrus Hosted Business Solutions, LLC. The Company made this decision to focus on its Social Networking operations which currently include Fanatic Fans, a mobile smartphone application centered around live sporting and entertainment events, and JabberMonkey, a social expression website centered around gathering public opinion on current events. | |||
On June 30, 2013, the Company entered into an asset purchase agreement and closed the transaction contemplated by that agreement. Pursuant to the agreement, the Company sold all assets related to its call center services business which provides third party verifications to other businesses. The assets were purchased by Calibrus Call Center Services, LLC, (“CCCS”) an Arizona limited liability company (the “Purchaser”). There is no material relationship between the Purchaser and the Company or any of the Company’s affiliates, or any director or officer of the Company or any associate of any such director of officer. Consideration for the assets was cash in the amount of $1,200,000 of which $1,000,000 was due immediately and of which $200,000 is due in 12 months subject to certain adjustments. The transaction closed on July 2, 2013. The Company has presented assets related to its TPV Business as held-for-sale and has presented the TPV Business statements of operations as discontinued operations. | |||
Fanatic Fans | |||
Fanatic Fans informs fans about upcoming live events in the Sports and Music industries by giving users the ability to interact with live events, share their experiences, and earn rewards for attending live events. Users can browse a calendar of upcoming events which can be segmented by region and artist. Users can get detailed information on the event and discuss the event with other fans. While at an event users can share their experiences with social networks Facebook and Twitter, and communicate with other people at the event. Users can unlock virtual awards and earn virtual points in recognition of attending events. Within their profile users can browse and view the items they have unlocked and receive news on their favorite artists. Finally, users can redeem their virtual points for food/drinks, apparel and purchase event tickets in the application award section. | |||
Fanatic Fans rewards fans for their support of their favorite sports team, music artist or band. National and local businesses market to fans that attend the events by listing promotions (goods and services) on our application (“app”). Businesses list their promotions and users can view and redeem these promotions and offers that are specific to their interests. Fanatic Fans offers contests and provides recognition to the most Fanatic Fans. | |||
JabberMonkey.com | |||
JabberMonkey is a social expression site that features questions on issues and topics that are current and relevant to its members. JabberMonkey questions will be on pertinent issues that in many instances may evoke an emotional response from its members. Many of the questions on JabberMonkey will provide the individuals voting with a voice to cause an action or effect a result. | |||
In addition to being able to conduct polls and questions, JabberMonkey offers a unique user experience by being able to offer interactive communication and high definition video. While most social networking sites offer only a static page for the user. JabberMonkey offers video communications between multiple users at once, the ability to quickly load video, and the ability to set up groups or companies into secure sites. JabberMonkey also takes advantage of other companies’ storage by allowing links to other web sites such as YouTube or Google. | |||
Categories include Entertainment, Music, Business, etc. Each category will also contain subcategories to encompass a wide range of topics and interests. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the estimate of the allowance for doubtful accounts, income taxes, the estimated fair value of stock based compensation, warrants, and depreciable lives of long lived assets, and allocation of assets and liabilities held for sale. | |||
Cash and Cash Equivalents | |||
For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less at the time of purchase. | |||
Accounts Receivable | |||
The Company provides for potentially uncollectible accounts receivable by use of the allowance method. The allowance is provided based upon a review of the individual accounts outstanding, and the Company's prior history of uncollectible accounts receivable. The Company charges off uncollectible accounts receivable when all reasonable collection efforts have been exhausted. As of December 31, 2013 the Company has no remaining accounts receivable. As of December 31, 2012, a provision for uncollectible trade accounts receivable has been established in the amount of $50,000. The Company does not accrue interest charges or fees on delinquent accounts receivable. The accounts are generally unsecured. | |||
Property and Equipment | |||
Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from three (3) to five (5) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. For the years ended December 31, 2013 and 2012, depreciation expense was $7,971 and $19,104, respectively. | |||
Advertising | |||
We expense advertising and marketing costs as incurred. Advertising costs include trade show fees, online advertising, etc. Advertising expenses were approximately $1,334 and $5,090 for the years ended December 31, 2013 and 2012, respectively. | |||
Revenue Recognition | |||
Revenue for inbound calls is recorded on a per-call or per-minute basis in accordance with the rates established in the respective contracts. Revenue for outbound calls is on a commission basis, with revenue being recognized as the commission is earned. As the Company’s customers are primarily well established, creditworthy institutions, Management believes collectability is reasonably assured at the time of performance. The Company, from time to time, executes outbound sales campaigns for customers, primarily for the sale of telecommunications services. Although this revenue source has been historically immaterial, the Company recognizes the commissions earned on these campaigns on a net basis in accordance with FASB ASC 605-45 Reporting Revenue Gross as a Principal versus Net as an Agent. | |||
Impairment of Long-Lived Assets | |||
The Company evaluates assets with definite lives for recoverability when events or changes in circumstances indicate that these assets might be impaired. Assets with indefinite lives are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. The Company has the option to perform a qualitative analysis before comparing their respective carrying values to estimates of the sum of the undiscounted future net cash flows expected to result from the assets, in determining whether assets are impaired. If the carrying amount of an asset exceeds the sum of the undiscounted net cash flows expected from that asset, the Company recognizes an impairment loss based on the amount by which the carrying value exceeds the fair value of the asset. | |||
On September 12, 2012 the Company terminated its time and materials contract with MeoMyo, LLC for the continued development of its Fanatic Fans mobile application. The Company had prepaid several months of rent amounts for the development office in Dubai. Following the termination of the agreement and non-payment of several invoices to MeoMyo, LLC the development office was abandoned. The Company expensed prepaid rent in the amount of $80,859 as a result as management estimated that these amounts would not be recoverable. This amount is included in the asset impairment expense on the statement of operations for the year ended December 31, 2012. | |||
During the year ended December 31, 2012 the Company expensed its $27,599 security deposit on its former office space in Tempe, Arizona. During 2012, the Company was notified that because the office building in which it was located was placed into foreclosure, the security deposit was not recoverable. This amount is included in the asset impairment expense on the statement of operations for the year ended December 31, 2012. | |||
Income Taxes | |||
The Company files income tax returns in the U.S. federal jurisdiction and the State of Arizona. The Company is subject to federal, state and local income tax examinations by tax authorities for approximately the past three years, or in some instances longer periods. | |||
Deferred income taxes are provided using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates at the date of enactment. | |||
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured, if any, is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interests and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the statement of operations. During the years ended December 31, 2013 and 2012 there were no interest or penalties incurred related to income taxes. The Company is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for tax years before 2010, except that earlier years can be examined for the sole purpose of challenging the net operating loss carry-forwards arising in those years. | |||
Fair Value of Financial Instruments | |||
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts receivable, notes payable, accounts payable, and accrued liabilities approximate fair value given their short term nature or effective interest rates which represent Level 3 inputs. | |||
Research and Development | |||
Research and development expenses include third-party development and programming costs, localization costs incurred to translate software for international markets, the amortization of purchased software code and services content, and in-process research and development. During the years ended December 31, 2013 and 2012, research and development expense totaled $0 and $1,382,100, respectively. All research and development expense was related to the ongoing development of the Company’s social expression website, JabberMonkey, and its location-based, social networking smart phone application, Fanatic Fans. The Company had entered into a time and materials agreement with MeoMyo, LLC to develop the JabberMonkey website and Fanatic Fans application. Contract work was performed as authorized and the contract was cancellable on 30-days written notice. On September 12, 2012 the Company terminated its time and materials contract with MeoMyo, LLC for the continued development of its Fanatic Fans mobile application. | |||
Earnings per Share | |||
Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, using the treasury stock method for stock options and warrants and the if-converted method for convertible debt. | |||
The following table shows the amounts used in computing diluted earnings per share and the effect on income and the weighted average number of shares of potentially dilutive common stock. For the years ended December 31, 2013 and 2012 all potentially dilutive securities are anti-dilutive due to the Company’s losses from continued operations. | |||
Year Ended December 31, | |||
2013 | 2012 | ||
Net income (loss) | $585,375 | ($1,260,983) | |
Weighted average number of common shares | |||
used in basic earnings per share | 14,230,258 | 13,837,758 | |
Effect of dilutive securities: | |||
Stock options | - | - | |
Stock warrants | - | - | |
Convertible debt | - | - | |
Weighted average number of common shares | |||
and dilutive potential comon stock used in | |||
diluted loss per share | 14,230,258 | 13,837,758 | |
All dilutive common stock equivalents are reflected in our net income (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our loss per share calculations. For the year ended December 31, 2013, the Company had outstanding options to purchase 1,795,000 shares of common stock at a per share weighted average exercise price of $.79 and outstanding warrants to purchase 942,088 shares of common stock at a weighted average exercise price of $.36. For the year ended December 31, 2012, the Company had outstanding options to purchase 2,598,334 shares of common stock at a per share weighted average exercise price of $.86 and outstanding warrants to purchase 959,088 shares of common stock at a weighted average exercise price of $.39. Neither amounts were included in the net income (loss) per share calculation as they were anti-dilutive. At December 31, 2012, the Company had $15,000 of principal value of convertible debentures which are convertible into 10,000 shares of the Company’s common stock, which were also antidilutive. | |||
Stock-Based Compensation | |||
The Company has stock-based compensation plans. Stock-based compensation expense for all stock-based compensation awards granted is based on the grant date fair value estimated in accordance with the Black Scholes Pricing Model. The value of the compensation cost is amortized on a straight-line basis over the requisite service periods of the award (the option vesting term). | |||
Assumptions used in the Black Scholes Pricing Model to estimate compensation expense are determined as follows: | |||
· Expected term is generally determined using an average of the contractual term and vesting period of the award; | |||
· Expected volatility of award grants made under the Company’s plans is measured using the historical daily changes in the market price of the Compan’s commons stock shares, which are publicly traded, over the expected term of the award; | |||
· Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and, | |||
· Forfeitures are based on the history of cancellations of awards granted by the Company and management's analysis of potential forfeitures. | |||
Pending Accounting Pronouncements | |||
There have been no accounting pronouncements or changes in accounting principles during the year ended December 31, 2013 that are of significance, or potential significance, to us. | |||
Going Concern Considerations | |||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred significant cumulative net losses from operations in recent years. As reported in the financial statements, the Company has an accumulated deficit of $10,721,084. At December 31, 2013, the Company had total assets of $21,288 and liabilities totaling $1,059,495, and a working capital deficit of $1,039,475. These factors raise considerable doubt as to the Company’s ability to continue as a going concern. | |||
The ability of the Company to continue as a going concern is dependent on its ability to raise adequate capital to fund operating losses until it is able to engage in profitable business operations. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. To this end, the Company has discontinued the furthered development and expenditures related its social networking operations. Management intends to work with its existing debt holders to negotiate payment terms and/or settlements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties. |
Note_2_Concentrations_of_Risk
Note 2 Concentrations of Risk | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 2 Concentrations of Risk | ' |
Note 2 Concentrations of Risk ______________________________________________________________________ | |
The Company maintains cash and cash equivalents at various financial institutions. Deposits not to exceed $250,000 at each financial institution are insured by the Federal Deposit Insurance Corporation. At December 31, 2013 and 2012, the Company had no uninsured cash and cash equivalents. |
Note_3_Property_and_Equipment
Note 3 Property and Equipment | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
Note 3 Property and Equipment | ' | ||
Note 3 Property and Equipment | |||
Property and equipment as of December 31, 2013 and 2012 consist of the following: | |||
2013 | 2012 | ||
Computer hardware | $1,882 | $2,144,873 | |
Furniture and fixtures | 1,000 | 244,785 | |
Leashold improvements | - | 156,144 | |
Software costs | - | 1,195,761 | |
2,882 | 3,741,563 | ||
Less: accumulated depreciation | -2,432 | -3,717,184 | |
Less: assets held for sale, net | - | -15,241 | |
$450 | $9,138 |
Note_4_Convertible_Notes_Payab
Note 4 Convertible Notes Payable | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
Note 4 Convertible Notes Payable | ' | ||
Note 4 Convertible Notes Payable | |||
______________________________________________________________________________________________ | |||
From October 2009 through October 31, 2011, the Company sold 315 units, at $5,000 per unit, consisting of five thousand dollars ($5,000) in Convertible Debentures (the “Debentures”) of Calibrus and twenty five hundred (2,500) common stock purchase warrants (the “Units”) for total proceeds of $1,575,000. Each Debenture was convertible into shares of common stock of Calibrus at the lower of $1.50 per share or the price of any additional private placement of Calibrus in the next twelve months and bears interest at the rate of 12% per annum. Each common stock purchase warrant entitled the holder to purchase one share of Calibrus’ common stock for each warrant held at the warrant exercise price of the lower of (i) one dollar and ninety-five cents ($1.95) per share, or (ii) one hundred thirty percent (130%) of the per share price paid by any investor in a private placement by Calibrus of shares of our common stock at any time in the next twelve months (the “Warrants”). The Warrants were only exercisable if the Debentures, which are part of the underlying Unit, are converted into shares of Calibrus’ common stock. | |||
On August 29, 2011 the Company’s Board of Directors elected to reprice the conversion price for the Company’s convertible debt from $1.50 per share to $0.25 per share and such conversion price was only valid through October 31, 2011. The repricing was effective as of October 31, 2011 for holders electing to accept the reduced conversion price. This repricing is considered an induced conversion of debt. Therefore, the value of the additional shares received upon conversion in excess of the original conversion formula are treated as an inducement expense at the time of conversion. The Company converted a total of $1,540,000 in principal amounts of the convertible debentures in addition to $204,120 in accrued interest related to the debentures. This resulted in the issuance of 6,976,480 shares of the Company’s common stock. | |||
As of December 31, 2012 the Company had $15,000 in principal balance convertible debentures remaining at a conversion price of $1.50 per share which could have converted into 10,000 shares of common stock. | |||
During the year ended December 31, 2013, the Company paid the $15,000 debenture that was outstanding as of December 31, 2012 along with $5,862 in accrued interest. No additional convertible debentures remain outstanding as of December 31, 2013. | |||
As of December 31, 2013 and 2012 convertible notes payable were comprised of the following: | |||
2013 | 2012 | ||
Note payable to related party convertible debenture holder, interest rate | |||
of 12% accrued monthly, principal and interest due November 16, 2010, unsecured | - | $15,000 | |
- | 15,000 | ||
Less: current portion | - | -15,000 | |
- | - | ||
Interest expense related to the debentures for the years ended December 31, 2013 and 2012 was $4,969 and $1,805, respectively. Accrued interest related to the debentures at December 31, 2012 was $4,969. |
Note_5_Notes_Payable
Note 5 Notes Payable | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes | ' | |||
Note 5 Notes Payable | ' | |||
Note 5 Notes Payable | ||||
______________________________________________________________________________________________ | ||||
On April 26, 2012, the Company issued an unsecured multiple advance promissory note (“the “CHBS Note”) to Calibrus Hosted Business Solutions, LLC (“CHBS”) in the amount of $250,000 to a note agreement ( the “Note Agreement”). The CHBS Note called for two advances in the separate amounts of $150,000, due on execution, and a second advance of $100,000, due 30 days from execution. The CHBS Note is non-interest bearing and is due on July 26, 2012. If the principal balance is not paid in full by the due date interest will accrue retroactively at the rate of 18% per annum. On June 15, 2012, in conjunction with the signing of the asset purchase agreement between Calibrus, Inc. and CHBS (the “Asset Purchase Agreement”), the CHBS Note was amended and restated thereby adjusting the principal balance to the $150,000 received by the Company and extending the due date to September 1, 2012 or the closing date of the Asset Purchase Agreement, whichever occurs later. If for any reason the transaction was cancelled or the closing did not occur, all principal and interest became immediately due. | ||||
On September 7, 2012, CHBS terminated the Asset Purchase Agreement. As such, all amounts became due and payable under the Note Agreement as to the CHBS Note. The Company has retroactively accrued interest on the $150,000 CHBS Note at 18% per annum through September 15, 2012. The Company has also accrued interest at the 30% default interest rate per the note agreement from September 16, 2012 through June 30, 2013. On October 26, 2012 the Company received notice of a complaint filed in the Superior Court of Maricopa County, Case No. CV2012-015263 by CHBS for breach of contract of the Note Agreement. The complaint seeks repayment of the $150,000 principal balance, interest in the amount of $6,879 calculated at the rate of 18% from April 26, 2012 through September 15, 2012, and default interest calculated at the rate of 30% from September 16, 2012 through the date of payment and all costs and attorneys fees CHBS incurs as a result of failure to pay by the maturity date and event of default. At June 30, 2013 the Company had accrued a total of $46,011 of interest related to the note. | ||||
On June 15, 2012, in conjunction with the signing of the Asset Purchase Agreement between Calibrus, Inc. and CHBS, the Company issued an unsecured multiple advance promissory note to an individual (the “Individual Note”) in the amount of $250,000. The Individual Note called for two advances in separate amounts totaling $100,000, due on execution, and a second advance of $150,000 which was due on June 28, 2012. The Individual Note is non-interest bearing and is due on September 1, 2012 or the closing date of the Asset Purchase Agreement, whichever occurs later. If the principal balance is not paid in full by the due date, interest will accrue retroactively at the rate of 18% per annum. If for any reason the transaction is cancelled or the closing does not occur, all principal and interest became immediately due. | ||||
On September 7, 2012, CHBS terminated the Asset Purchase Agreement. As such, all amounts became due and payable under the Note Agreement as to the Individual Note. The Company has retroactively accrued interest on the $250,000 principal balance of the Individual Note at 18% per annum through September 15, 2012. The Company has also accrued interest at the 30% default interest rate per the Note Agreement from September 16, 2012 through June 30, 2013. On October 26, 2012 the Company received notice of a complaint filed in the Superior Court of Maricopa County, Case No. CV2012-015308 by the individual for breach of contract of the Note Agreemement. The complaint seeks repayment of the $250,000 principal balance, interest in the amount of $11,343 calculated at the rate of 18% from April 26, 2012 through September 15, 2012, and default interest calculated at the rate of 30% from September 16, 2012 through the date of payment and all costs and attorneys fees the individual incurs as a result of failure to pay by the maturity date and event of default. At June 30, 2013 the Company had accrued a total of $69,559 of interest related to the note. | ||||
In July 2013, the Company settled the two outstanding notes and accrued interest explained above for a total of $450,000. The Company recognized a gain on the settlement of debt in the amount of $65,570 for the year ended December 31, 2013. The related complaints have been cancelled. The Company also negotiated miscellaneous other small liabilities resulting in an additional gain on settlement of debt of $9,452. | ||||
At December 31, 2013 and 2012 Notes Payable consisted of the following: | ||||
2013 | 2012 | |||
Convertible note payable to related party, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due March 31, 2011 extended to June 30, 2013, unsecured | - | 15,000 | ||
Note payable to related party, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012 extended to December 31, 2014, unsecured | 50,000 | 50,000 | ||
Note payable, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012 extended to December 31, 2014, unsecured | 50,000 | 50,000 | ||
Notes payable, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012, in default, unsecured | 25,000 | 25,000 | ||
Note payable to related party, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012 extended to December 31, 2014, unsecured | 200,000 | 200,000 | ||
Note payable to related party, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012 extended to December 31, 2014, unsecured | 67,500 | 67,500 | ||
Note payable, interest rate of 18% accrued monthly, principal and accrued interest, | ||||
due September 15, 2012, in default as of December 31, 2012 and accruing interest at 30% per annum | - | 150,000 | ||
Note payable, interest rate of 18% accrued monthly, principal and accrued interest | ||||
due September 15, 2012, in default as of December 31, 2012 and accruing interest at 30% per annum | - | 100,000 | ||
Note payable, interest rate of 18% accrued monthly, principal and accrued interest | ||||
due September 15, 2012, in default as of December 31, 2012 and accruing interest at 30% per annum | - | 150,000 | ||
Various short-term, due on demand, non-interest bearing advances from related parties | 132,400 | 217,400 | ||
524,900 | 1,024,900 | |||
Less: current portion | -524,900 | -1,024,900 | ||
- | - | |||
As of December 31, 2013 and 2012, accrued interest on the above notes was $113,153 and $127,077, respectively. | ||||
As of December 31, 2013 and 2012 the Company owed a total of $132,400 and $152,400, respectively, in short-term, non-interest bearing advances to the CEO of the Company. | ||||
As of December 31, 2012 the Company owed a total of $45,000 in short-term, non-interest bearing advances to the Mother of the CEO and President. | ||||
As of December 21, 2012 the Company owed a total of $20,000 in short-term, non-interest bearing advances to the President of the Company. |
Note_6_Due_To_Factor
Note 6 Due To Factor | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 6 Due To Factor | ' |
Note 6 Due to Factor | |
______________________________________________________________________________________________ | |
During the year ended December 31, 2010 the Company entered into a Factoring and Security Agreement with Factors Southwest, LLC (FSW). The agreement states that FSW will advance to the Company 80% of eligible accounts receivable upon submission to FSW for funding. Factoring fees related to advances will equal 2.25% for the first 30-day period, .56% for the next 15-day period and .75% for each additional 30-day period following. The maximum credit under the factoring line is $600,000 and is secured by all assets of the Company and a first priority lien filing on accounts receivable and proceeds. All payments made by customers of the Company on factored invoices are sent directly to FSW. For the year ended December 31, 2013, FSW advanced a total of $902,459 all of which was repaid. Upon the closing of the TPV Business sale, all outstanding principal and interest due under the Company’s Factoring Agreement with Factors Southwest, LLC was paid in full. For the year ended December 31, 2012, FSW advanced a total of $2,498,307 of which $2,483,678 was repaid. Included in this amount is $115,000 in the form of an over-advance made to the Company by FSW of which $20,000 was repaid at December 31, 2012. Interest on the over-advance is 5% per 30-day period outstanding. Factoring expense for the years ended December 31, 2013 and 2012 was $66,263 and $164,206, respectively, and was included in interest expense. | |
Note_7_Accrued_Liabilities
Note 7 Accrued Liabilities | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
Note 7 Accrued Liabilities | ' | ||
Note 7 Accrued Liabilities | |||
______________________________________________________________________________________________ | |||
Accrued liabilities as of December 31, 2013 and 2012 consist of: | |||
2013 | 2012 | ||
Payroll and related taxes | $65,567 | $72,058 | |
Deferred rent | - | 5,465 | |
Accrued vacation | - | 93,290 | |
Accrued interest | 113,153 | 127,077 | |
Other accrued expenses | 23,962 | 62,906 | |
$202,682 | $360,796 |
Note_8_Income_Taxes
Note 8 Income Taxes | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes | ' | |||
Note 8 Income Taxes | ' | |||
Note 8 Income Taxes | ||||
At December 31, 2013 and 2012, deferred tax assets (liabilities) consist of the following: | ||||
2013 | 2012 | |||
Current portion: | ||||
Operating loss carryforwards | $2,868,000 | $3,098,000 | ||
Allowance for doubtful accounts | - | 19,000 | ||
Accrued vacation | - | 36,000 | ||
Deferred rent expense | - | -2,000 | ||
2,868,000 | 3,151,000 | |||
Less: valuation allowance | -2,868,000 | -3,151,000 | ||
Deferred tax asset-current portion | - | - | ||
Long-term portion: | ||||
Depreciation and amortization | $1,000 | ($7,000) | ||
Less: valuation allowance | -1,000 | 7,000 | ||
Deferred tax asset-long term portion | - | - | ||
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, uncertainties exist that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of December 31, 2013, the Company has net federal operating loss carryforwards of approximately $7.4 million and state net operating loss carryforwards of approximately $4.7 million. | ||||
Below are the federal and state net operating loss carryforwards as of December 31, 2013. | ||||
Expiration Date | Federal NOL Carryforwards | Expiration Date | State NOL Carryforwards | |
12/31/21 | 193,000 | 12/31/14 | 887,000 | |
12/31/22 | 443,000 | 12/31/15 | 1,605,000 | |
12/31/23 | - | 12/31/16 | 928,000 | |
12/31/24 | - | 12/31/17 | 1,250,000 | |
12/31/25 | - | |||
12/31/26 | - | $4,670,000 | ||
12/31/27 | 436,000 | |||
12/31/28 | 1,120,000 | |||
12/31/29 | 1,428,000 | |||
12/31/30 | 1,605,000 | |||
12/31/31 | 928,000 | |||
12/31/32 | 1,250,000 | |||
$7,403,000 | ||||
During the years ended December 31, 2013 and 2012, the Company determined that it was more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has established a valuation allowance as of December 31, 2013 in the approximate amount of $2,868,000. The valuation allowance is equal to the full amount of the net deferred tax asset due primarily to the uncertainty of the utilization of operating losses in future periods. | ||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state statutory income tax rates to pretax income from operations for the years ended December 31, 2013 and 2012 due to the following: | ||||
2013 | 2012 | |||
Federal Tax Benefit (Expense) at Statutory Rates | ($199,000) | $430,000 | ||
State Tax Benefit (Expense) at Statutory Rates | -35,000 | 65,000 | ||
Permanent differences | 10,000 | 7,000 | ||
Expiration of state net operating loss carry forwards | -51,000 | - | ||
Valuation Allowance Adjustment | 275,000 | -502,000 | ||
Net Deferred Tax Benefit (Expense) | - | - |
Note_9_Commitments_and_Conting
Note 9 Commitments and Contingencies | 12 Months Ended | |
Dec. 31, 2013 | ||
Notes | ' | |
Note 9 Commitments and Contingencies | ' | |
Note 9 Commitments and Contingencies | ||
______________________________________________________________________________________________ | ||
Operating Leases | ||
The Company leased office space in Tempe, Arizona, under a five (5) year operating lease agreement which expired in 2010, at a rate of approximately $30,000 per month. During the year ended December 31, 2010 the Company signed a five year extension on its leased facility and reduced the rentable square feet from 13,295 to 7,767. As a result of this extension the Company decreased the monthly rent from approximately $30,000 per month to $12,000 per month. In conjunction with the sale of the Company’s TPV Business the lease was assigned to the purchasers of the Company’s TPV Business. However, in the event the assignee fails to pay rents under the agreement the Company remains liable for these amounts. The Company has not recorded a corresponding liability for this as management estimates the probability of having to perform under the agreement is remote and the related liability is immaterial. As of December 31, 2013 there are no unpaid or accrued rents due under the lease agreement. | ||
The Company leased office equipment under an operating lease agreement expiring through June 2011, at the rate of approximately $754 per month. In August 2011, the Company signed another operating lease agreement for office equipment at the rate of approximately $411 per month, expiring in July of 2016, this lease was assigned as part of the TPV Business sale and the Company has no further potential liability related to it. | ||
Total rent expense under the aforementioned operating leases was approximately $78,460 and $156,847 for the years ended December 31, 2013 and 2012, respectively. | ||
A schedule of the potential obligation should the purchaser default on the terms of the lease related to the Company’s former office space is below: | ||
Year Ending | ||
December 31, | Amount | |
2014 | $144,221 | |
2015 | 121,450 | |
$265,671 | ||
Indemnification Agreements | ||
The Company has agreed to indemnify its officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. As a result of no current or expected litigation, the Company believes the estimated fair value of these indemnification agreements is minimal and has no liabilities recorded for these agreements as of December 31, 2013 and 2012. |
Note_10_Stockholders_Equity
Note 10 Stockholders' Equity | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 10 Stockholders' Equity | ' | ||||
Note 10 Stockholders’ Equity | |||||
Common Stock | |||||
On December 20, 2013 the Company sold 100,000 shares of common stock, to a related party, at a price of $.25 per share for proceeds of $25,000. | |||||
On August 28, 2013 the Company issued 1,040,000 shares of its common stock to MeoMyo, LLC as part of a settlement of its outstanding obligations to MeoMyo. The common stock issued had a market price of $.25 on the date of issuance for a total value of $260,000. In addition the Company paid MeoMyo a cash payment of $155,000. The Company recognized settlement expense of $17,042 as the total value of consideration exceeded the outstanding balance due MeoMyo at the time of settlement. This amount is included in the Gain on settlement of debt in the accompanying financial statements for the year ended December 31, 2013. | |||||
On June 26, 2012 the Company issued 50,000 shares of its common stock in relation to the exercise of warrants. The Company received $16,250 in proceeds from the issuance. | |||||
On September 26, 2012 the Company issued 12,500 shares of its common stock in relation to the exercise of warrants. The Company received $4,063 in proceeds from the issuance. | |||||
Warrants | |||||
At December 31, 2013 and 2012, the Company had 942,088 and 959,088, respectively, warrants outstanding to purchase common stock. The warrants are convertible into one share of common stock at prices ranging between $.325 and $1.95 per share. As of December 31, 2013, all 942,088 warrants were exercisable. As of December 31, 2012, 951,588 of the 959,088 were exercisable. | |||||
During the year ended December 31, 2013, the Company extended the maturity dates of 475,000 warrants that were set to expire at various times during the year. The Company recognized a total of $86,560 in expense related to the extension and is included in interest expense in the statement of operations. | |||||
During the year ended December 31, 2012, the Company extended the maturity dates of 125,000 warrants, which were set to expire on November 12, 2012, to May 31, 2013, and 42,500 warrants, which were set to expire on December 31, 2012, to June 30, 2013. The Company recognized a total of $10 of expense related to the extension and is included in interest expense in the statement of operations. | |||||
On June 25, 2012, a former convertible debenture holder exercised 50,000 warrants at an exercise price of $.325 per share. | |||||
On September 26, 2012, a former convertible debenture holder exercised 12,500 warrants at an exercise price of $.325 per share. | |||||
Weighted Average | Aggregate | ||||
Number of | Weighted Average | Remaining | Intrinsic | ||
Warrants | Exercise Price | Contractual Term | Value | ||
Outstanding at December 31, 2011 | 1,026,588 | $0.39 | |||
Granted | 167,500 | 0.33 | |||
Exercised | -62,500 | 0.33 | |||
Forfeited | -172,500 | 0.37 | |||
Outstanding at December 31, 2012 | 959,088 | 0.39 | |||
Granted | 475,000 | 0.33 | |||
Exercised | - | - | |||
Forfeited | -492,000 | 0.38 | |||
Outstanding at December 31, 2013 | 942,088 | $0.36 | $0.55 | - | |
Exercisable at December 31, 2013 | 942,088 | $0.36 | $0.55 | - | |
The fair value of each warrant valued during the years ended December 31, 2013 and 2012 is estimated on the grant date by using the Black-Scholes option pricing model with the following weighted average assumptions: | |||||
2013 | 2012 | ||||
Expected Volatility | 87.10% - 294.52% | 12.11% - 14.74% | |||
Risk-free interest rate | 0.11% - 0.14% | 0.11% - 0.13% | |||
Expected dividends | - | - | |||
Expected life | 6 months - 1 year | 6 months | |||
Fair value | $0.02 - $0.32 | $0.00 - $0.00 | |||
During the year ended December 31, 2013, the Company changed its volatility assumption to reflect the market price fluctuations of the Company’s common stock. Previously, the Company based its volatility assumption on a market index due to the low trading volume and short trading history of its common stock. Had the Company used its own common stock volatility in 2012, the effects would not have been material to the financial statements. | |||||
A summary of the status of the Company’s non-exercisable warrants as of December 31, 2013 and 2012 and changes during the years ended December 31, 2013 and 2012 is presented below: | |||||
Weighted | |||||
Average | |||||
Weighted-Average | Remaining | Aggregate | |||
Grant-Date | Contractual | Intrinsic | |||
Warrants | Fair Value | Term (in years) | Value | ||
Non-exercisable at December 31, 2011 | 12,500 | $0.05 | |||
Granted | - | - | |||
Exercisable | - | - | |||
Forfeited | -5,000 | 0.05 | |||
Non-exercisable at December 31, 2012 | 7,500 | 0.05 | |||
Granted | - | - | |||
Exercisable | - | - | |||
Forfeited | -7,500 | 0.05 | |||
Non-exercisable at December 31, 2013 | - | - | - | - | |
Options | |||||
The Company had adopted two Stock Option Plans, the 2001 Non-Qualified Stock Option Plan and the 2001 Incentive Stock Option Plan. During the year ended December 31, 2010 the Company increased the number of options available for grant under the 2001 Incentive Stock Option Plan by 550,000 options. Under the 2001 Non-Qualified Plan, the Company may grant options for up to 2,850,000 shares of common stock. The maximum term of the options is five years, and they vested at various times according to the Option Agreements. Under the 2001 Incentive Stock Option Plan, the Company may grant options for up to 2,000,000 shares of common stock. The maximum term of the options is five years and they vested at various times according to the Option Agreements. Both of the above mentioned plans have expired and no further options are available for grant. In July 2012 the Board of Directors adopted the 2012 Stock Option and Restricted Stock Plan and the shareholders approved it in August 2012. Under such Plan, the Company has 3,000,000 shares available for future grants. The Company has made no grants under the Plan. | |||||
The following is a table of activity for all options granted under these Plans during the years ended December 31, 2013 and 2012: | |||||
Weighted | |||||
Average | |||||
Weighted | Remaining | Aggregate | |||
Number of | Average | Contractual | Intrinsic | ||
Options | Exercise Price | Term (in years) | Value | ||
Options outstanding at December 31, 2011 | 2,744,167 | 0.89 | |||
Granted | - | - | |||
Exercised | - | - | |||
Forfeited | -145,833 | 1.41 | |||
Options outstanding at December 31, 2012 | 2,598,334 | 0.86 | |||
Granted | - | - | |||
Exercised | - | - | |||
Forfeited | -803,334 | 1 | |||
Options outstanding at December 31, 2013 | 1,795,000 | $0.79 | 1.5 | - | |
Options exercisable at December 31, 2013 | 1,795,000 | $0.79 | 1.5 | - | |
Note_11_Litigation
Note 11 Litigation | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 11 Litigation | ' |
Note 11 Litigation _______________________________________________________________________________ | |
On October 26, 2012 the Company received notice of a complaint filed in the Superior Court of Maricopa County, Case No. CV2012-015308 by the individual for breach of contract of Individual Note. The complaint seeks repayment of the $250,000 principal balance, interest in the amount of $11,343 calculated at the rate of 18% from April 26, 2012 through September 15, 2012, and default interest calculated at the rate of 30% from September 16, 2012 through the date of payment and all costs and attorneys fees the individual incurs as a result of failure to pay by the maturity date and event of default. The complaint was cancelled upon settlement of the claim. | |
On October 26, 2012 the Company received notice of a complaint filed in the Superior Court of Maricopa County, Case No. CV2012-015263 by CHBS for breach of contract of the CHBS Note. The complaint seeks repayment of the $150,000 principal balance, interest in the amount of $6,879 calculated at the rate of 18% from April 26, 2012 through September 15, 2012, and default interest calculated at the rate of 30% from September 16, 2012 through the date of payment and all costs and attorneys fees CHBS incurs as a result of failure to pay by the maturity date and event of default. The complaint was cancelled upon settlement of the claim. |
Note_12_TPV_Sale_and_Heldforsa
Note 12 TPV Sale and Held-for-sale Disclosures and Financial Statement Presentation | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
Note 12 TPV Sale and Held-for-sale Disclosures and Financial Statement Presentation | ' | ||
Note 12 TPV Sale and Held-for-Sale Disclosures and Financial Statement Presentation | |||
______________________________________________________________________________________________ | |||
The Company classifies operations as held for sale when the sale is probable within one year and the operation is available for sale in its present condition. On June 30, 2013, the Company entered into an asset purchase agreement and closed the transaction contemplated by that agreement. Pursuant to the agreement, the Company sold all assets related to its call center services business which provides third party verifications to other businesses. The assets were purchased by Calibrus Call Center Services, LLC, (“CCCS”) an Arizona limited liability company (the “Purchaser”). There is no material relationship between the Purchaser and the Company or any of the Company’s affiliates, or any director or officer of the Company or any associate of any such director of officer. Consideration for the assets was cash in the amount of $1,200,000 of which $1,000,000 was due immediately and of which $200,000 is due in 12 months subject to certain adjustments. The transaction closed on July 2, 2013. The Company has not recorded a receivable for the $200,000 as its ultimate realization is unknown at December 31, 2013. | |||
The assets classified as held-for-sale are as follows: | |||
December 31, | |||
2013 | 2012 | ||
Property and equipment, net | - | $15,241 | |
Total assets held-for-sale | - | $15,241 | |
The table below represents the assets and liabilities transferred in the sale of the TPV Business and the resulting gain on sale: | |||
2013 | |||
Sales Price: | $1,000,000 | ||
Prepaids | -1,161 | ||
Property and equipment, net | -18,194 | ||
Accrued liabilities | 10,817 | ||
Total | -8,538 | ||
Gain on sale of TPV Business | $991,462 | ||
The Company has presented the TPV business statements of operations as discontinued operations. The results of discontinued operations related to the TPV business included in the accompanying statement of operations for the years ended December 31, 2013 and 2012, respectively. | |||
For the Year Ended December 31, 2013 | For the Year Ended December 31, 2012 | ||
Revenue | $1,435,573 | $3,415,147 | |
Cost of revenue | 588,975 | 1,315,683 | |
Gross profit | 846,598 | 2,099,464 | |
Operating expenses | -408,433 | -660,834 | |
Gain on sale | 991,462 | - | |
Income from discontinued operations | $1,429,627 | $1,438,630 |
Note_13_Related_Parties
Note 13 Related Parties | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 13 Related Parties | ' |
Note 13 Related Parties | |
As of December 31, 2013 and 2012, the Company owed a total of approximately $9,514 and $15,900, respectively, to related party officers and employees of the company related to unpaid Company expenses. These are in addition to the amounts owed at December 31, 2013 and 2012 discussed in Note 5. |
Note_14_Subsequent_Events
Note 14 Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 14 Subsequent Events | ' |
Note 14 Subsequent Events _________________________________________________________________________ | |
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined that under than listed below, there are no additional events that require disclosure. | |
Subsequent to December 31, 2013, the Company received a demand in the amount of $500,000 from a third party related to Letters of Intent and Amendments to the Letters of Intent that the Company entered into beginning in September 2013. As of the date of the filing, no lawsuit has been filed related to the demand. The Company believes that the demand is baseless, without merit and will vigorously defend itself against any claims related to the demand. As such, as of December 31, 2013, we have not recorded a liability related to this demand. |
Note_1_Summary_of_Significant_1
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Policies | ' | ||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the estimate of the allowance for doubtful accounts, income taxes, the estimated fair value of stock based compensation, warrants, and depreciable lives of long lived assets, and allocation of assets and liabilities held for sale. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less at the time of purchase. | |||
Accounts Receivable | ' | ||
Accounts Receivable | |||
The Company provides for potentially uncollectible accounts receivable by use of the allowance method. The allowance is provided based upon a review of the individual accounts outstanding, and the Company's prior history of uncollectible accounts receivable. The Company charges off uncollectible accounts receivable when all reasonable collection efforts have been exhausted. As of December 31, 2013 the Company has no remaining accounts receivable. As of December 31, 2012, a provision for uncollectible trade accounts receivable has been established in the amount of $50,000. The Company does not accrue interest charges or fees on delinquent accounts receivable. The accounts are generally unsecured. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from three (3) to five (5) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. For the years ended December 31, 2013 and 2012, depreciation expense was $7,971 and $19,104, respectively. | |||
Advertising | ' | ||
Advertising | |||
We expense advertising and marketing costs as incurred. Advertising costs include trade show fees, online advertising, etc. Advertising expenses were approximately $1,334 and $5,090 for the years ended December 31, 2013 and 2012, respectively. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
Revenue for inbound calls is recorded on a per-call or per-minute basis in accordance with the rates established in the respective contracts. Revenue for outbound calls is on a commission basis, with revenue being recognized as the commission is earned. As the Company’s customers are primarily well established, creditworthy institutions, Management believes collectability is reasonably assured at the time of performance. The Company, from time to time, executes outbound sales campaigns for customers, primarily for the sale of telecommunications services. Although this revenue source has been historically immaterial, the Company recognizes the commissions earned on these campaigns on a net basis in accordance with FASB ASC 605-45 Reporting Revenue Gross as a Principal versus Net as an Agent. | |||
Impairment of Long-lived Assets | ' | ||
Impairment of Long-Lived Assets | |||
The Company evaluates assets with definite lives for recoverability when events or changes in circumstances indicate that these assets might be impaired. Assets with indefinite lives are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. The Company has the option to perform a qualitative analysis before comparing their respective carrying values to estimates of the sum of the undiscounted future net cash flows expected to result from the assets, in determining whether assets are impaired. If the carrying amount of an asset exceeds the sum of the undiscounted net cash flows expected from that asset, the Company recognizes an impairment loss based on the amount by which the carrying value exceeds the fair value of the asset. | |||
On September 12, 2012 the Company terminated its time and materials contract with MeoMyo, LLC for the continued development of its Fanatic Fans mobile application. The Company had prepaid several months of rent amounts for the development office in Dubai. Following the termination of the agreement and non-payment of several invoices to MeoMyo, LLC the development office was abandoned. The Company expensed prepaid rent in the amount of $80,859 as a result as management estimated that these amounts would not be recoverable. This amount is included in the asset impairment expense on the statement of operations for the year ended December 31, 2012. | |||
During the year ended December 31, 2012 the Company expensed its $27,599 security deposit on its former office space in Tempe, Arizona. During 2012, the Company was notified that because the office building in which it was located was placed into foreclosure, the security deposit was not recoverable. This amount is included in the asset impairment expense on the statement of operations for the year ended December 31, 2012. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company files income tax returns in the U.S. federal jurisdiction and the State of Arizona. The Company is subject to federal, state and local income tax examinations by tax authorities for approximately the past three years, or in some instances longer periods. | |||
Deferred income taxes are provided using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates at the date of enactment. | |||
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured, if any, is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interests and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the statement of operations. During the years ended December 31, 2013 and 2012 there were no interest or penalties incurred related to income taxes. The Company is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by tax authorities for tax years before 2010, except that earlier years can be examined for the sole purpose of challenging the net operating loss carry-forwards arising in those years. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts receivable, notes payable, accounts payable, and accrued liabilities approximate fair value given their short term nature or effective interest rates which represent Level 3 inputs. | |||
Research and Development | ' | ||
Research and Development | |||
Research and development expenses include third-party development and programming costs, localization costs incurred to translate software for international markets, the amortization of purchased software code and services content, and in-process research and development. During the years ended December 31, 2013 and 2012, research and development expense totaled $0 and $1,382,100, respectively. All research and development expense was related to the ongoing development of the Company’s social expression website, JabberMonkey, and its location-based, social networking smart phone application, Fanatic Fans. The Company had entered into a time and materials agreement with MeoMyo, LLC to develop the JabberMonkey website and Fanatic Fans application. Contract work was performed as authorized and the contract was cancellable on 30-days written notice. On September 12, 2012 the Company terminated its time and materials contract with MeoMyo, LLC for the continued development of its Fanatic Fans mobile application. | |||
Earnings Per Share | ' | ||
Earnings per Share | |||
Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, using the treasury stock method for stock options and warrants and the if-converted method for convertible debt. | |||
The following table shows the amounts used in computing diluted earnings per share and the effect on income and the weighted average number of shares of potentially dilutive common stock. For the years ended December 31, 2013 and 2012 all potentially dilutive securities are anti-dilutive due to the Company’s losses from continued operations. | |||
Year Ended December 31, | |||
2013 | 2012 | ||
Net income (loss) | $585,375 | ($1,260,983) | |
Weighted average number of common shares | |||
used in basic earnings per share | 14,230,258 | 13,837,758 | |
Effect of dilutive securities: | |||
Stock options | - | - | |
Stock warrants | - | - | |
Convertible debt | - | - | |
Weighted average number of common shares | |||
and dilutive potential comon stock used in | |||
diluted loss per share | 14,230,258 | 13,837,758 | |
All dilutive common stock equivalents are reflected in our net income (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our loss per share calculations. For the year ended December 31, 2013, the Company had outstanding options to purchase 1,795,000 shares of common stock at a per share weighted average exercise price of $.79 and outstanding warrants to purchase 942,088 shares of common stock at a weighted average exercise price of $.36. For the year ended December 31, 2012, the Company had outstanding options to purchase 2,598,334 shares of common stock at a per share weighted average exercise price of $.86 and outstanding warrants to purchase 959,088 shares of common stock at a weighted average exercise price of $.39. Neither amounts were included in the net income (loss) per share calculation as they were anti-dilutive. At December 31, 2012, the Company had $15,000 of principal value of convertible debentures which are convertible into 10,000 shares of the Company’s common stock, which were also antidilutive. | |||
Stock-based Compensation | ' | ||
Stock-Based Compensation | |||
The Company has stock-based compensation plans. Stock-based compensation expense for all stock-based compensation awards granted is based on the grant date fair value estimated in accordance with the Black Scholes Pricing Model. The value of the compensation cost is amortized on a straight-line basis over the requisite service periods of the award (the option vesting term). | |||
Assumptions used in the Black Scholes Pricing Model to estimate compensation expense are determined as follows: | |||
· Expected term is generally determined using an average of the contractual term and vesting period of the award; | |||
· Expected volatility of award grants made under the Company’s plans is measured using the historical daily changes in the market price of the Compan’s commons stock shares, which are publicly traded, over the expected term of the award; | |||
· Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and, | |||
· Forfeitures are based on the history of cancellations of awards granted by the Company and management's analysis of potential forfeitures. | |||
Pending Accounting Pronouncements | ' | ||
Pending Accounting Pronouncements | |||
There have been no accounting pronouncements or changes in accounting principles during the year ended December 31, 2013 that are of significance, or potential significance, to us. | |||
Going Concern Considerations | ' | ||
Going Concern Considerations | |||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred significant cumulative net losses from operations in recent years. As reported in the financial statements, the Company has an accumulated deficit of $10,721,084. At December 31, 2013, the Company had total assets of $21,288 and liabilities totaling $1,059,495, and a working capital deficit of $1,039,475. These factors raise considerable doubt as to the Company’s ability to continue as a going concern. | |||
The ability of the Company to continue as a going concern is dependent on its ability to raise adequate capital to fund operating losses until it is able to engage in profitable business operations. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. To this end, the Company has discontinued the furthered development and expenditures related its social networking operations. Management intends to work with its existing debt holders to negotiate payment terms and/or settlements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties. |
Note_1_Summary_of_Significant_2
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Earnings Per Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Earnings Per Share, Basic and Diluted | ' | ||
Year Ended December 31, | |||
2013 | 2012 | ||
Net income (loss) | $585,375 | ($1,260,983) | |
Weighted average number of common shares | |||
used in basic earnings per share | 14,230,258 | 13,837,758 | |
Effect of dilutive securities: | |||
Stock options | - | - | |
Stock warrants | - | - | |
Convertible debt | - | - | |
Weighted average number of common shares | |||
and dilutive potential comon stock used in | |||
diluted loss per share | 14,230,258 | 13,837,758 |
Note_3_Property_and_Equipment_
Note 3 Property and Equipment: Property, Plant and Equipment (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Property, Plant and Equipment | ' | ||
2013 | 2012 | ||
Computer hardware | $1,882 | $2,144,873 | |
Furniture and fixtures | 1,000 | 244,785 | |
Leashold improvements | - | 156,144 | |
Software costs | - | 1,195,761 | |
2,882 | 3,741,563 | ||
Less: accumulated depreciation | -2,432 | -3,717,184 | |
Less: assets held for sale, net | - | -15,241 | |
$450 | $9,138 |
Note_4_Convertible_Notes_Payab1
Note 4 Convertible Notes Payable: Convertible Notes Payable (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Convertible Notes Payable | ' | ||
2013 | 2012 | ||
Note payable to related party convertible debenture holder, interest rate | |||
of 12% accrued monthly, principal and interest due November 16, 2010, unsecured | - | $15,000 | |
- | 15,000 | ||
Less: current portion | - | -15,000 | |
- | - |
Note_5_Notes_Payable_Schedule_
Note 5 Notes Payable: Schedule of Debt (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Debt | ' | |||
2013 | 2012 | |||
Convertible note payable to related party, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due March 31, 2011 extended to June 30, 2013, unsecured | - | 15,000 | ||
Note payable to related party, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012 extended to December 31, 2014, unsecured | 50,000 | 50,000 | ||
Note payable, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012 extended to December 31, 2014, unsecured | 50,000 | 50,000 | ||
Notes payable, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012, in default, unsecured | 25,000 | 25,000 | ||
Note payable to related party, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012 extended to December 31, 2014, unsecured | 200,000 | 200,000 | ||
Note payable to related party, interest rate of 12% accrued monthly, | ||||
principal and accrued interest due January 31, 2012 extended to December 31, 2014, unsecured | 67,500 | 67,500 | ||
Note payable, interest rate of 18% accrued monthly, principal and accrued interest, | ||||
due September 15, 2012, in default as of December 31, 2012 and accruing interest at 30% per annum | - | 150,000 | ||
Note payable, interest rate of 18% accrued monthly, principal and accrued interest | ||||
due September 15, 2012, in default as of December 31, 2012 and accruing interest at 30% per annum | - | 100,000 | ||
Note payable, interest rate of 18% accrued monthly, principal and accrued interest | ||||
due September 15, 2012, in default as of December 31, 2012 and accruing interest at 30% per annum | - | 150,000 | ||
Various short-term, due on demand, non-interest bearing advances from related parties | 132,400 | 217,400 | ||
524,900 | 1,024,900 | |||
Less: current portion | -524,900 | -1,024,900 | ||
- | - |
Note_7_Accrued_Liabilities_Sch
Note 7 Accrued Liabilities: Schedule of Accrued Liabilities (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Accrued Liabilities | ' | ||
Accrued liabilities as of December 31, 2013 and 2012 consist of: | |||
2013 | 2012 | ||
Payroll and related taxes | $65,567 | $72,058 | |
Deferred rent | - | 5,465 | |
Accrued vacation | - | 93,290 | |
Accrued interest | 113,153 | 127,077 | |
Other accrued expenses | 23,962 | 62,906 | |
$202,682 | $360,796 |
Note_8_Income_Taxes_Schedule_o
Note 8 Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Deferred Tax Assets and Liabilities | ' | ||
2013 | 2012 | ||
Current portion: | |||
Operating loss carryforwards | $2,868,000 | $3,098,000 | |
Allowance for doubtful accounts | - | 19,000 | |
Accrued vacation | - | 36,000 | |
Deferred rent expense | - | -2,000 | |
2,868,000 | 3,151,000 | ||
Less: valuation allowance | -2,868,000 | -3,151,000 | |
Deferred tax asset-current portion | - | - | |
Long-term portion: | |||
Depreciation and amortization | $1,000 | ($7,000) | |
Less: valuation allowance | -1,000 | 7,000 | |
Deferred tax asset-long term portion | - | - |
Note_8_Income_Taxes_Schedule_o1
Note 8 Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||
2013 | 2012 | ||
Federal Tax Benefit (Expense) at Statutory Rates | ($199,000) | $430,000 | |
State Tax Benefit (Expense) at Statutory Rates | -35,000 | 65,000 | |
Permanent differences | 10,000 | 7,000 | |
Expiration of state net operating loss carry forwards | -51,000 | - | |
Valuation Allowance Adjustment | 275,000 | -502,000 | |
Net Deferred Tax Benefit (Expense) | - | - |
Note_9_Commitments_and_Conting1
Note 9 Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases, Should Purchaser Default on the Terms of the Lease of Former Office Space (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Tables/Schedules | ' | |
Schedule of Future Minimum Rental Payments for Operating Leases, Should Purchaser Default on the Terms of the Lease of Former Office Space | ' | |
Year Ending | ||
December 31, | Amount | |
2014 | $144,221 | |
2015 | 121,450 | |
$265,671 |
Note_10_Stockholders_Equity_Sc
Note 10 Stockholders' Equity: Schedule of Warrants Activity (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Warrants Activity | ' | ||||
Weighted Average | Aggregate | ||||
Number of | Weighted Average | Remaining | Intrinsic | ||
Warrants | Exercise Price | Contractual Term | Value | ||
Outstanding at December 31, 2011 | 1,026,588 | $0.39 | |||
Granted | 167,500 | 0.33 | |||
Exercised | -62,500 | 0.33 | |||
Forfeited | -172,500 | 0.37 | |||
Outstanding at December 31, 2012 | 959,088 | 0.39 | |||
Granted | 475,000 | 0.33 | |||
Exercised | - | - | |||
Forfeited | -492,000 | 0.38 | |||
Outstanding at December 31, 2013 | 942,088 | $0.36 | $0.55 | - | |
Exercisable at December 31, 2013 | 942,088 | $0.36 | $0.55 | - |
Note_10_Stockholders_Equity_Sc1
Note 10 Stockholders' Equity: Schedule of Fair Value Assumptions, Warrants (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Fair Value Assumptions, Warrants | ' | ||
2013 | 2012 | ||
Expected Volatility | 87.10% - 294.52% | 12.11% - 14.74% | |
Risk-free interest rate | 0.11% - 0.14% | 0.11% - 0.13% | |
Expected dividends | - | - | |
Expected life | 6 months - 1 year | 6 months | |
Fair value | $0.02 - $0.32 | $0.00 - $0.00 |
Note_10_Stockholders_Equity_Sc2
Note 10 Stockholders' Equity: Schedule of Non-Exercisable Warrants (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Non-Exercisable Warrants | ' | ||||
Weighted | |||||
Average | |||||
Weighted-Average | Remaining | Aggregate | |||
Grant-Date | Contractual | Intrinsic | |||
Warrants | Fair Value | Term (in years) | Value | ||
Non-exercisable at December 31, 2011 | 12,500 | $0.05 | |||
Granted | - | - | |||
Exercisable | - | - | |||
Forfeited | -5,000 | 0.05 | |||
Non-exercisable at December 31, 2012 | 7,500 | 0.05 | |||
Granted | - | - | |||
Exercisable | - | - | |||
Forfeited | -7,500 | 0.05 | |||
Non-exercisable at December 31, 2013 | - | - | - | - |
Note_10_Stockholders_Equity_Sc3
Note 10 Stockholders' Equity: Schedule of Stock Options, Activity (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Stock Options, Activity | ' | ||||
Weighted | |||||
Average | |||||
Weighted | Remaining | Aggregate | |||
Number of | Average | Contractual | Intrinsic | ||
Options | Exercise Price | Term (in years) | Value | ||
Options outstanding at December 31, 2011 | 2,744,167 | 0.89 | |||
Granted | - | - | |||
Exercised | - | - | |||
Forfeited | -145,833 | 1.41 | |||
Options outstanding at December 31, 2012 | 2,598,334 | 0.86 | |||
Granted | - | - | |||
Exercised | - | - | |||
Forfeited | -803,334 | 1 | |||
Options outstanding at December 31, 2013 | 1,795,000 | $0.79 | 1.5 | - | |
Options exercisable at December 31, 2013 | 1,795,000 | $0.79 | 1.5 | - |
Note_12_TPV_Sale_and_Heldforsa1
Note 12 TPV Sale and Held-for-sale Disclosures and Financial Statement Presentation: Held for Sale Assets (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Held for Sale Assets | ' | ||
December 31, | |||
2013 | 2012 | ||
Property and equipment, net | - | $15,241 | |
Total assets held-for-sale | - | $15,241 |
Note_12_TPV_Sale_and_Heldforsa2
Note 12 TPV Sale and Held-for-sale Disclosures and Financial Statement Presentation: Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | ' | ||
The table below represents the assets and liabilities transferred in the sale of the TPV Business and the resulting gain on sale: | |||
2013 | |||
Sales Price: | $1,000,000 | ||
Prepaids | -1,161 | ||
Property and equipment, net | -18,194 | ||
Accrued liabilities | 10,817 | ||
Total | -8,538 | ||
Gain on sale of TPV Business | $991,462 | ||
The Company has presented the TPV business statements of operations as discontinued operations. The results of discontinued operations related to the TPV business included in the accompanying statement of operations for the years ended December 31, 2013 and 2012, respectively. | |||
For the Year Ended December 31, 2013 | For the Year Ended December 31, 2012 | ||
Revenue | $1,435,573 | $3,415,147 | |
Cost of revenue | 588,975 | 1,315,683 | |
Gross profit | 846,598 | 2,099,464 | |
Operating expenses | -408,433 | -660,834 | |
Gain on sale | 991,462 | - | |
Income from discontinued operations | $1,429,627 | $1,438,630 |
Note_1_Summary_of_Significant_3
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Entity Incorporation, Date of Incorporation | 22-Oct-99 |
Business Total Sale Price Amount | $1,200,000 |
Sales Price | 1,000,000 |
Future Proceeds From Sale of Business | $200,000 |
Note_1_Summary_of_Significant_4
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Accounts Receivable (Details) (USD $) | Dec. 31, 2012 |
Details | ' |
Provision for uncollectible trade accounts receivable | $50,000 |
Note_1_Summary_of_Significant_5
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Depreciation | $7,971 | $19,104 |
Minimum | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' |
Maximum | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' |
Note_1_Summary_of_Significant_6
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Advertising (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Advertising Expense | $1,334 | $5,090 |
Note_1_Summary_of_Significant_7
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Impairment of Long-lived Assets (Details) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Impairment expense | $108,458 |
Write Off of Prepaid Rent | ' |
Impairment expense | 80,859 |
Write Off of Unrecoverable Security Deposit | ' |
Impairment expense | $27,599 |
Note_1_Summary_of_Significant_8
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Research and Development (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Research and development | $0 | $1,382,100 |
Note_1_Summary_of_Significant_9
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Earnings Per Share: Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Net Income (Loss) | $585,375 | ($1,260,983) |
Weighted average number of common shares used in basic earnings per share | 14,230,258 | 13,837,758 |
Stock options | 0 | 0 |
Stock warrants | 0 | 0 |
Convertible debt | 0 | 0 |
Weighted average number of common shares and dilutive potential comon stock used in diluted loss per share | 14,230,258 | 13,837,758 |
Recovered_Sheet1
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Earnings Per Share (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 |
Equity Option | Equity Option | Warrant | Warrant | Convertible Debt Securities | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | ' | ' | 1,795,000 | 2,598,334 | 942,088 | 959,088 | 10,000 |
Outstanding, Weighted Average Exercise Price | $0.79 | $0.86 | $0.89 | $0.79 | $0.86 | $0.36 | $0.39 | ' |
Convertible Debt, Current | ' | ' | ' | ' | ' | ' | ' | $15,000 |
Recovered_Sheet2
Note 1 Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Going Concern Considerations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Accumulated deficit | ($10,721,084) | ($11,306,459) |
Total Assets | 21,288 | 478,136 |
Total Liabilities | 1,059,495 | 2,473,278 |
Working Capital | ($1,039,475) | ' |
Note_2_Concentrations_of_Risk_
Note 2 Concentrations of Risk (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Cash, Uninsured Amount | $0 | $0 |
Note_3_Property_and_Equipment_1
Note 3 Property and Equipment: Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment, Gross | $2,882 | $3,741,563 |
Less: accumulated depreciation | -2,432 | -3,717,184 |
Less: assets held for sale, net | 0 | -15,241 |
Property and equipment, net | 450 | 9,138 |
Computer Equipment | ' | ' |
Property, Plant and Equipment, Gross | 1,882 | 2,144,873 |
Furniture and Fixtures | ' | ' |
Property, Plant and Equipment, Gross | 1,000 | 244,785 |
Leasehold Improvements | ' | ' |
Property, Plant and Equipment, Gross | 0 | 156,144 |
Software and Software Development Costs | ' | ' |
Property, Plant and Equipment, Gross | $0 | $1,195,761 |
Note_4_Convertible_Notes_Payab2
Note 4 Convertible Notes Payable (Details) (USD $) | 12 Months Ended | 25 Months Ended | 12 Months Ended | 25 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Oct. 31, 2011 | Aug. 29, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Convertible Debentures | Convertible Debentures | Convertible Debentures | Convertible Debentures | Convertible Debentures | Convertible Debentures | Convertible note payable | Convertible note payable | Convertible note payable | ||||
Principal | Interest | Common Stock | ||||||||||
Offering Units Sold | ' | ' | 315 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Offering Units Description | ' | ' | ' | ' | ' | '$5,000 per unit, consisting of five thousand dollars ($5,000) in Convertible Debentures (the “Debentures”) of Calibrus and twenty five hundred (2,500) common stock purchase warrants (the “Units”) | ' | ' | ' | ' | ' | ' |
Proceeds from Notes Payable | ' | ' | ' | ' | ' | $1,575,000 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | $1.50 | $0.25 | ' | ' | ' | $1.50 | ' |
Debt Instrument Interest Rate Stated Percentage | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | 12.00% | ' | ' |
Warrant Exercise Price Description | ' | ' | ' | 'Each common stock purchase warrant entitled the holder to purchase one share of Calibrus’ common stock for each warrant held at the warrant exercise price of the lower of (i) one dollar and ninety-five cents ($1.95) per share, or (ii) one hundred thirty percent (130%) of the per share price paid by any investor in a private placement by Calibrus of shares of our common stock at any time in the next twelve months | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | ' | ' | ' | ' | 1,540,000 | 204,120 | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | 6,976,480 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Number of Equity Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 |
Repayments of Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' |
Cash paid during the years for Interest | 122,125 | 164,214 | ' | ' | ' | ' | ' | ' | ' | ' | 5,862 | ' |
Interest Expense, Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,969 | 1,805 | ' |
Accrued interest | $113,153 | $127,077 | ' | ' | ' | ' | ' | ' | ' | ' | $4,969 | ' |
Note_4_Convertible_Notes_Payab3
Note 4 Convertible Notes Payable: Convertible Notes Payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Convertible related party notes payable | ' | $15,000 |
Convertible note payable | ' | ' |
Convertible related party notes payable | $0 | $15,000 |
Note_5_Notes_Payable_Details
Note 5 Notes Payable (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Oct. 26, 2012 | Jun. 15, 2012 | Apr. 26, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Sep. 15, 2012 | Jun. 28, 2012 | Jun. 15, 2012 | Jun. 30, 2013 | |
Various short-term, advances from related parties | Various short-term, advances from related parties | Various short-term, advances from related parties | Various short-term, advances from related parties | Various short-term, advances from related parties | Various short-term, advances from related parties | Notes Payable Outstanding | Accounts Payable | Calibrus Hosted Business Solutions, LLC Promissory Note | Calibrus Hosted Business Solutions, LLC Promissory Note | Calibrus Hosted Business Solutions, LLC Promissory Note | Calibrus Hosted Business Solutions, LLC Promissory Note | Calibrus Hosted Business Solutions, LLC Promissory Note | Calibrus Hosted Business Solutions, LLC Promissory Note | Calibrus Hosted Business Solutions, LLC Promissory Note Two | Calibrus Hosted Business Solutions, LLC Promissory Note Two | Calibrus Hosted Business Solutions, LLC Promissory Note Two | Calibrus Hosted Business Solutions, LLC Promissory Note Two | Calibrus Hosted Business Solutions, LLC Promissory Note Two | Calibrus Hosted Business Solutions, LLC Promissory Note Two | |||
Chief Executive Officer | Chief Executive Officer | Immediate Family Member of Management or Principal Owner | President | Maximum | Maximum | |||||||||||||||||
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000 | $250,000 | ' | ' | ' | ' | ' | $250,000 | ' |
Debt Instrument Funding Terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The CHBS Note called for two advances in the separate amounts of $150,000, due on execution, and a second advance of $100,000, due 30 days from execution | ' | ' | ' | ' | ' | 'The Individual Note called for two advances in separate amounts totaling $100,000, due on execution, and a second advance of $150,000 which was due on June 28, 2012 | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26-Jul-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Interest Rate Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | 30.00% | ' | ' | 18.00% | 18.00% | ' | 30.00% |
Debt Instrument, Maturity Date Range, End | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Sep-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | 113,153 | 127,077 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,011 | 6,879 | ' | ' | ' | ' | 69,559 | 11,343 | ' | ' | ' |
Extinguishment of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on settlement of debt | 57,980 | ' | ' | ' | ' | ' | ' | ' | 65,570 | 9,452 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party notes payable and short term cash advances | $449,900 | $559,900 | $132,400 | $217,400 | $132,400 | $152,400 | $45,000 | $20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_5_Notes_Payable_Schedule_1
Note 5 Notes Payable: Schedule of Debt (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Convertible related party notes payable | ' | $15,000 |
Notes payable | 75,000 | 450,000 |
Related party notes payable and short term cash advances | 449,900 | 559,900 |
Less: current portion | -524,900 | -1,024,900 |
Notes Payable, Noncurrent | 0 | 0 |
Convertible note payable | ' | ' |
Debt Instrument, Maturity Date | 30-Jun-13 | ' |
Debt Instrument Interest Rate Stated Percentage | 12.00% | ' |
Convertible related party notes payable | 0 | 15,000 |
Note payable 1 | ' | ' |
Debt Instrument, Maturity Date | 31-Dec-14 | ' |
Debt Instrument Interest Rate Stated Percentage | 12.00% | ' |
Convertible related party notes payable | 50,000 | 50,000 |
Note payable 2 | ' | ' |
Debt Instrument, Maturity Date | 31-Dec-14 | ' |
Debt Instrument Interest Rate Stated Percentage | 12.00% | ' |
Notes payable | 50,000 | 50,000 |
Note payable 3 | ' | ' |
Debt Instrument, Maturity Date | 31-Jan-12 | ' |
Debt Instrument Interest Rate Stated Percentage | 12.00% | ' |
Notes payable | 25,000 | 25,000 |
Note payable 4 | ' | ' |
Debt Instrument, Maturity Date | 31-Jan-12 | ' |
Debt Instrument Interest Rate Stated Percentage | 12.00% | ' |
Convertible related party notes payable | 200,000 | 200,000 |
Note payable 5 | ' | ' |
Debt Instrument, Maturity Date | 31-Jan-12 | ' |
Debt Instrument Interest Rate Stated Percentage | 12.00% | ' |
Convertible related party notes payable | 67,500 | 67,500 |
Note payable 6 | ' | ' |
Debt Instrument, Maturity Date | 15-Sep-12 | ' |
Debt Instrument Interest Rate Stated Percentage | 18.00% | ' |
Convertible related party notes payable | 0 | 150,000 |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 30.00% | ' |
Note payable 7 | ' | ' |
Debt Instrument, Maturity Date | 15-Sep-12 | ' |
Debt Instrument Interest Rate Stated Percentage | 18.00% | ' |
Convertible related party notes payable | 0 | 100,000 |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 30.00% | ' |
Note payable 8 | ' | ' |
Debt Instrument, Maturity Date | 15-Sep-12 | ' |
Debt Instrument Interest Rate Stated Percentage | 18.00% | ' |
Convertible related party notes payable | 0 | 150,000 |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 30.00% | ' |
Various short-term, advances from related parties | ' | ' |
Related party notes payable and short term cash advances | $132,400 | $217,400 |
Note_6_Due_To_Factor_Details
Note 6 Due To Factor (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Proceeds from factoring line | $902,459 | $2,498,307 |
Repayments of factoring line | 1,156,054 | 2,483,678 |
Factoring and Security Agreement | ' | ' |
Line of Credit Facility, Description | 'The agreement states that FSW will advance to the Company 80% of eligible accounts receivable upon submission to FSW for funding. Factoring fees related to advances will equal 2.25% for the first 30-day period, .56% for the next 15-day period and .75% for each additional 30-day period following. | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 600,000 | ' |
Line of Credit Facility, Collateral | 'secured by all assets of the Company and a first priority lien filing on accounts receivable and proceeds | ' |
Proceeds from factoring line | ' | 2,498,307 |
Repayments of factoring line | ' | 2,483,678 |
Debt Instrument, Interest Rate Terms | ' | 'Interest on the over-advance is 5% per 30-day period outstanding |
Interest Expense, Debt | 66,263 | 164,206 |
Factoring and Security Agreement | Over Advance | ' | ' |
Repayments of factoring line | ' | 20,000 |
Over Advance, Debt Instrument, Face Amount | ' | $115,000 |
Note_7_Accrued_Liabilities_Sch1
Note 7 Accrued Liabilities: Schedule of Accrued Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Payroll and related taxes | $65,567 | $72,058 |
Deferred rent | 0 | 5,465 |
Accrued vacation | 0 | 93,290 |
Accrued interest | 113,153 | 127,077 |
Other accrued expenses | 23,962 | 62,906 |
Accrued Liabilities, Current, Total | $202,682 | $360,796 |
Note_8_Income_Taxes_Schedule_o2
Note 8 Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Operating loss carryforwards | $2,868,000 | $3,098,000 |
Allowance for doubtful accounts | 0 | 19,000 |
Accrued vacation | 0 | 36,000 |
Deferred rent expense | 0 | -2,000 |
Deferred Tax Assets, Gross, Current | 2,868,000 | 3,151,000 |
Less: valuation allowance | -2,868,000 | -3,151,000 |
Deferred tax asset-current portion | 0 | 0 |
Depreciation and amortization | 1,000 | -7,000 |
Less: valuation allowance | -1,000 | 7,000 |
Deferred tax asset-long term portion | $0 | $0 |
Note_8_Income_Taxes_Details
Note 8 Income Taxes (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Internal Revenue Service (IRS) | ' |
Operating Loss Carryforwards | $7,403,000 |
Internal Revenue Service (IRS) | 12/31/2021 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-21 |
Operating Loss Carryforwards | 193,000 |
Internal Revenue Service (IRS) | 12/31/2022 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-22 |
Operating Loss Carryforwards | 443,000 |
Internal Revenue Service (IRS) | 12/31/2023 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-23 |
Operating Loss Carryforwards | 0 |
Internal Revenue Service (IRS) | 12/31/2024 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-24 |
Operating Loss Carryforwards | 0 |
Internal Revenue Service (IRS) | 12/31/2025 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-25 |
Operating Loss Carryforwards | 0 |
Internal Revenue Service (IRS) | 12/31/2026 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-26 |
Operating Loss Carryforwards | 0 |
Internal Revenue Service (IRS) | 12/31/2027 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-27 |
Operating Loss Carryforwards | 436,000 |
Internal Revenue Service (IRS) | 12/31/2028 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-28 |
Operating Loss Carryforwards | 1,120,000 |
Internal Revenue Service (IRS) | 12/31/2029 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-29 |
Operating Loss Carryforwards | 1,428,000 |
Internal Revenue Service (IRS) | 12/31/2030 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-30 |
Operating Loss Carryforwards | 1,605,000 |
Internal Revenue Service (IRS) | 12/31/2031 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-31 |
Operating Loss Carryforwards | 928,000 |
Internal Revenue Service (IRS) | 12/31/2032 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-32 |
Operating Loss Carryforwards | 1,250,000 |
State and Local Jurisdiction | ' |
Operating Loss Carryforwards | 4,670,000 |
State and Local Jurisdiction | 12/31/2014 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-14 |
Operating Loss Carryforwards | 887,000 |
State and Local Jurisdiction | 12/31/2015 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-15 |
Operating Loss Carryforwards | 1,605,000 |
State and Local Jurisdiction | 12/31/2016 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-16 |
Operating Loss Carryforwards | 928,000 |
State and Local Jurisdiction | 12/31/2017 | ' |
Operating Loss Carryforwards, Expiration Date | 31-Dec-17 |
Operating Loss Carryforwards | $1,250,000 |
Note_8_Income_Taxes_Schedule_o3
Note 8 Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Federal Tax Benefit (Expense) at Statutory Rates | ($199,000) | $430,000 |
State Tax Benefit (Expense) at Statutory Rates | -35,000 | 65,000 |
Permanent differences | 10,000 | 7,000 |
Effective Income Tax Rate Reconciliation, Expiration of State Net Operating Loss Carry Forwards | -51,000 | 0 |
Valuation Allowance Adjustment | 275,000 | -502,000 |
Net Deferred Tax Benefit (Expense) | ' | ' |
Note_9_Commitments_and_Conting2
Note 9 Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2010 | |
Office Equipment | Office Equipment | Property Subject to Operating Lease | Property Subject to Operating Lease | |||
Debt Instrument, Periodic Payment | ' | ' | $411 | $754 | $12,000 | $30,000 |
Operating Leases, Rent Expense, Net | $78,460 | $156,847 | ' | ' | ' | ' |
Note_9_Commitments_and_Conting3
Note 9 Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases, Should Purchaser Default on the Terms of the Lease of Former Office Space (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
2014 | $144,221 |
2015 | 121,450 |
Operating Leases, Future Minimum Payments Due if Purchaser Defaults, Total | $265,671 |
Note_10_Stockholders_Equity_De
Note 10 Stockholders' Equity (Details) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 26, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
2001 Incentive Stock Option Plan | 2001 Non-Qualified Stock Option Plan | 2012 Stock Option and Restricted Stock Plan | Warrant Extensions | Warrant Extensions | Warrant Extensions | Minimum | Maximum | MeoMyo, LLC | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital | ||||||
MeoMyo, LLC | |||||||||||||||||||||
Sale of common stock, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' |
Development Stage Entities, Equity Issuance, Per Share Amount | ' | ' | $0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of common stock, Value | ' | ' | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100 | ' | ' | $24,900 | ' |
Stock issue for services, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,040,000 | ' | 1,040,000 | ' | ' |
Stock issue for services, Value | ' | ' | 260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260,000 | ' | ' | 1,040 | ' | ' | 258,960 | ' |
Repayments of Other Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 155,000 | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of debt | ' | ' | 57,980 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -17,042 | ' | ' | ' | ' | ' | ' | ' |
Warrants exercised, Shares | ' | 16,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | 50,000 | ' | 62,500 | ' | ' | ' |
Warrants exercised, Value | 4,063 | ' | ' | 20,313 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62 | ' | ' | 20,251 |
Exercise Price of Warrants | ' | ' | $0.33 | ' | $0.33 | ' | ' | ' | ' | ' | ' | $0.33 | $1.95 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable | ' | ' | 942,088 | 951,588 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 475,000 | 42,500 | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant extensions | ' | ' | $86,560 | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $86,560 | $10 |
Fair Value Assumptions, Method Used | ' | ' | 'Black-Scholes option pricing model | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Additional Shares Authorized | ' | ' | ' | ' | ' | 550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares Authorized | ' | ' | ' | ' | ' | 2,000,000 | 2,850,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_10_Stockholders_Equity_Sc4
Note 10 Stockholders' Equity: Schedule of Warrants Activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Warrants, Outstanding Beginning Balance | 959,088 | 1,026,588 |
Outstanding, Beginning Balance, Weighted Average Exercise Price | $0.39 | $0.39 |
Granted | 475,000 | 167,500 |
Granted, Weighted Average Exercise Price | $0.33 | $0.33 |
Exercised | 0 | -62,500 |
Exercised, Weighted Average Exercise Price | $0 | $0.33 |
Forefeited | -492,000 | -172,500 |
Forfeited, Weighted Average Exercise Price | $0.38 | $0.37 |
Warrants, Outstanding, Ending Balance | 942,088 | 959,088 |
Outstanding, Ending Balance, Weighted Average Exercise Price | $0.36 | $0.39 |
Outstanding, Weighted Average Remaining Contractual Life | 0.55 | ' |
Outstanding, Intrinsic Value | $0 | ' |
Exercisable | 942,088 | 951,588 |
Exercisable, Weighted Average Exercise Price | $0.36 | ' |
Exercisable, Weighted Average Remaining Contractual Life | 0.55 | ' |
Exercisable, Intrinsic Value | $0 | ' |
Note_10_Stockholders_Equity_Sc5
Note 10 Stockholders' Equity: Schedule of Fair Value Assumptions, Warrants (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Expected dividends | 0.00% | 0.00% |
Expected life | ' | '6 months |
Minimum | ' | ' |
Expected Volatility | 87.10% | 12.11% |
Risk-free interest rate | 0.11% | 0.11% |
Expected life | '6 months | ' |
Fair Value | 0.02 | 0 |
Maximum | ' | ' |
Expected Volatility | 294.52% | 14.74% |
Risk-free interest rate | 0.14% | 0.13% |
Expected life | '1 year | ' |
Fair Value | 0.32 | 0 |
Note_10_Stockholders_Equity_Sc6
Note 10 Stockholders' Equity: Schedule of Non-Exercisable Warrants (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Non-exercisable, Beginning Balance | 7,500 | 12,500 |
Non-exercisable, Weighted Average Grant Date Fair Value, Beginning Balance | $0.05 | $0.05 |
Granted | 0 | 0 |
Granted, Weighted Average Grant Date Fair Value | $0 | $0 |
Exercisable | 0 | 0 |
Exercisable, Weighted Average Grant Date Fair Value | $0 | $0 |
Forfeited | -7,500 | -5,000 |
Forfeited, Weighted Average Grant Date Fair Value | $0.05 | $0.05 |
Non-exercisable, Ending Balance | 0 | 7,500 |
Non-exercisable, Weighted Average Grant Date Fair Value, Ending Balance | $0 | $0.05 |
Non-exercisable, Weighted Average Remaining Contractual Term (in years) | '0 years | ' |
Non-exercisable, Aggregate Intrinsic Value | $0 | ' |
Note_10_Stockholders_Equity_Sc7
Note 10 Stockholders' Equity: Schedule of Stock Options, Activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Outstanding, Beginning Balance | 2,598,334 | 2,744,167 |
Outstanding, Beginning Balance, Weighted Average Exercise Price | $0.86 | $0.89 |
Granted | 0 | 0 |
Granted, Weighted Average Exercise Price | $0 | $0 |
Exercised | 0 | 0 |
Exercised, Weighted Average Exercise Price | $0 | $0 |
Forfeited | -803,334 | -145,833 |
Forfeited, Weighted Average Exercise Price | $1 | $1.41 |
Outstanding, Ending Balance | 1,795,000 | 2,598,334 |
Outstanding, Ending Balance, Weighted Average Exercise Price | $0.79 | $0.86 |
Outstanding, Weighted Average Remaining Term in Years | '1 year 6 months | ' |
Outstanding, Aggregate Intrinsic Value | $0 | ' |
Exercisable | 1,795,000 | ' |
Exercisable, Weighted Average Exercise Price | $0.79 | ' |
Exercisable, Weighted Average Remaining Term in Years | '1 year 6 months | ' |
Exercisable, Aggregate Intrinsic Value | $0 | ' |
Note_11_Litigation_Details
Note 11 Litigation (Details) | 12 Months Ended |
Dec. 31, 2012 | |
Case 1 | ' |
Loss Contingency, Damages Sought | 'The complaint seeks repayment of the $250,000 principal balance, interest in the amount of $11,343 calculated at the rate of 18% from April 26, 2012 through September 15, 2012, and default interest calculated at the rate of 30% from September 16, 2012 through the date of payment and all costs and attorneys fees the individual incurs as a result of failure to pay by the maturity date and event of default. |
Case 2 | ' |
Loss Contingency, Damages Sought | 'The complaint seeks repayment of the $150,000 principal balance, interest in the amount of $6,879 calculated at the rate of 18% from April 26, 2012 through September 15, 2012, and default interest calculated at the rate of 30% from September 16, 2012 through the date of payment and all costs and attorneys fees CHBS incurs as a result of failure to pay by the maturity date and event of default. |
Note_12_TPV_Sale_and_Heldforsa3
Note 12 TPV Sale and Held-for-sale Disclosures and Financial Statement Presentation (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Business Total Sale Price Amount | $1,200,000 |
Sales Price | 1,000,000 |
Future Proceeds From Sale of Business | $200,000 |
Note_12_TPV_Sale_and_Heldforsa4
Note 12 TPV Sale and Held-for-sale Disclosures and Financial Statement Presentation: Held for Sale Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Property and equipment, net | $0 | $15,241 |
Total assets held-for-sale | $0 | $15,241 |
Note_12_TPV_Sale_and_Heldforsa5
Note 12 TPV Sale and Held-for-sale Disclosures and Financial Statement Presentation: Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Sales Price | $1,000,000 | ' |
Prepaids | -1,161 | ' |
Property and equipment, net | -18,194 | ' |
Accrued liabilities | 10,817 | ' |
Total | -8,538 | ' |
Gain on sale of TPV Business | 991,462 | 0 |
Revenue | 1,435,573 | 3,415,147 |
Cost of revenue | 588,975 | 1,315,683 |
Gross profit | 846,598 | 2,099,464 |
Operating expenses | -408,433 | -660,834 |
Gain on sale | 991,462 | 0 |
Income from discontinued operations | $1,429,627 | $1,438,630 |
Note_13_Related_Parties_Detail
Note 13 Related Parties (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Due to Officers or Stockholders, Current | $9,514 | $15,900 |
Note_14_Subsequent_Events_Deta
Note 14 Subsequent Events (Details) (Subsequent Event, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Event | ' |
Demand for payment received by company | $500,000 |