Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document and Entity Information: | |
Entity Registrant Name | Wrapmail, Inc. |
Document Type | S1 |
Document Period End Date | Sep. 30, 2015 |
Trading Symbol | wrap |
Amendment Flag | false |
Entity Central Index Key | 1,509,957 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 245,213,750 |
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 | 2,015 |
Document Fiscal Period Focus | FY |
WRAPmail, Inc. - Consolidated B
WRAPmail, Inc. - Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current Assets: | ||||
Cash and cash equivalents | $ 162,762 | $ 100,475 | $ 5,627 | |
Accounts receivable | 43,571 | |||
Current portion of deferred consulting fees | 36,667 | |||
Total Current Assets | 243,000 | $ 100,475 | $ 5,627 | |
Property and equipment, at cost less accumulated depreciation | [1] | 221 | ||
Other assets: | ||||
Intangible assets, net of accumulated amortization | [2] | 30,448 | $ 3,549 | $ 3,953 |
Deferred consulting fees | 45,833 | |||
Investment | [3] | 24,000 | ||
Total other assets | 100,281 | $ 3,549 | $ 3,953 | |
Total Assets | 343,502 | 104,024 | 9,580 | |
Current liabilities: | ||||
Notes and loans payable | 9,242 | 6,000 | ||
Accounts payable | 33,032 | 82,376 | 82,376 | |
Accrued expenses payable | 11,119 | 2,456 | 22,612 | |
Total current liabilities and total liabilities | 53,393 | 84,832 | 150,988 | |
Stockholders' Equity: | ||||
Common stock | [4] | 12,170,995 | 8,267,176 | 8,079,934 |
Accumulated deficit | (11,880,886) | (8,247,984) | (8,221,342) | |
Total Stockholders' Equity | 290,109 | 19,192 | (141,408) | |
Total liabilities and stockholders' equity | $ 343,502 | $ 104,024 | $ 9,580 | |
[1] | Property and equipment, at cost less accumulated depreciation of $13,573 and $2,991, respectively. | |||
[2] | Intangible assets, net of accumulated amortization of $29,980, $3,395, and $2,991, respectively | |||
[3] | Investment in Stock Market Manager, Inc. | |||
[4] | No par value; authorized 400,000,000 shares, issued and outstanding 245,213,750, 182,062,173 and 178,062,173 |
Statement of Financial Position
Statement of Financial Position - Parenthetical - shares | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position | |||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 |
Common Stock, Shares Issued | 245,213,750 | 182,062,173 | 178,062,173 |
Common Stock, Shares Outstanding | 245,213,750 | 182,062,173 | 178,062,173 |
WRAPmail, Inc.. - Consolidated
WRAPmail, Inc.. - Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Statement | |||||
Revenues | $ 82,234 | $ 14,417 | $ 21,195 | $ 16,578 | |
Operating expenses: | |||||
Officers and directors compensation | [1] | 1,195,750 | |||
Consulting fees | [2] | 333,847 | $ 500 | $ 1,530 | $ 180,790 |
Depreciation of property and equipment | 805 | ||||
Amortization of intangible assets | 2,980 | 303 | 404 | 405 | |
Other | 268,828 | 40,251 | 45,903 | 309,168 | |
Total operating expenses | 1,802,210 | 41,054 | 47,837 | 490,363 | |
Loss from operations | (1,719,976) | $ (26,637) | $ (26,642) | (473,785) | |
Other income (expense): | |||||
Impairment of goodwill | (1,880,518) | ||||
Interest expense | [3] | (32,408) | (6,283) | ||
Other income (expense) - net | (1,912,926) | (6,283) | |||
Loss before provision for income taxes | (3,632,902) | $ (26,637) | $ (26,642) | (480,068) | |
Net loss | $ (3,632,902) | $ (26,637) | $ (26,642) | $ (480,068) | |
Net loss per common share- basic and diluted | $ (0.02) | $ 0 | $ 0 | $ (0.01) | |
Weighted average number of common shares outstanding- basic and diluted | 227,708,384 | 178,062,173 | 178,084,091 | 75,867,378 | |
[1] | Officers and directors compensation, including stock-based compensation of $1,150,000, $0, $0, and $0, respectively. | ||||
[2] | Consulting fees, including stock-based compensation of $306,827, $0, $0 and $180, respectively. | ||||
[3] | Interest expense, including amortization of debt discounts of $32,114, $0, $0, and $0, respectively. |
WRAPmail, Inc. - Consolidated S
WRAPmail, Inc. - Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock | Accumulated Deficit | Total |
Balance, Value at Dec. 31, 2012 | $ 7,530,934 | $ (7,741,274) | $ (210,340) |
Balance, Shares at Dec. 31, 2012 | 17,295,506 | ||
Sale of common stock on January 16, 2013 @ $0.30 per share, Value | $ 50,000 | 50,000 | |
Sale of common stock on January 16, 2013 @ $0.30 per share, Shares | 166,667 | ||
Issuance of common stock on February 1, 2013 for services rendered, Value | $ 180,000 | 180,000 | |
Issuance of common stock on February 1, 2013 for services rendered, Shares | 600,000 | ||
Issuance of common stock on August 22, 2013 for related party debt, Value | $ 319,000 | 319,000 | |
Issuance of common stock on August 22, 2013 for related party debt, Shares | 160,000,000 | ||
Net loss | (480,068) | (480,068) | |
Balance, Value at Dec. 31, 2013 | $ 8,079,934 | (8,221,342) | (141,408) |
Balance, Shares at Dec. 31, 2013 | 178,062,173 | ||
Net loss | (26,642) | (26,642) | |
Sale of common stock on December 30, 2014 @ $0.025 per share, Value | $ 100,000 | 100,000 | |
Sale of common stock on December 30, 2014 @ $0.025 per share, Shares | 4,000,000 | ||
Forgiveness of debt by then majority stockholder | $ (87,242) | 87,242 | |
Balance, Value at Dec. 31, 2014 | $ 8,267,176 | (8,247,984) | 19,192 |
Balance, Shares at Dec. 31, 2014 | 182,062,173 | ||
Net loss | (3,632,902) | (3,632,902) | |
Acquisition, Value | $ 1,999,474 | 1,999,474 | |
Acquisition, Shares | 36,354,077 | ||
Issuance of common stock effective January 5, 2015 to Marco Alfonsi in satisfaction of debt and other consideration, Value | $ 22,270 | 22,270 | |
Issuance of common stock effective January 5, 2015 to Marco Alfonsi in satisfaction of debt and other consideration, Shares | 70,166,750 | ||
Issuance of common stock on March 19, 2015 in satisfaction of debt and accrued interest, Value | $ 29,375 | 29,375 | |
Issuance of common stock on March 19, 2015 in satisfaction of debt and accrued interest, Shares | 117,500 | ||
Issuance of common stock on March 26, 2015 to related parties for services rendered, Value | $ 400,000 | 400,000 | |
Issuance of common stock on March 26, 2015 to related parties for services rendered, Shares | 5,000,000 | ||
Issuance of common stock on June 14, 2015 pursuant to May 14, 2015 employmnet agreement with chief executive officer, Value | $ 750,000 | 750,000 | |
Issuance of common stock on June 14, 2015 pursuant to May 14, 2015 employmnet agreement with chief executive officer, Shares | 10,000,000 | ||
Issuance of common stock on June 30, 2015 in satisfaction of accounts payable, Value | $ 82,376 | 82,376 | |
Issuance of common stock on June 30, 2015 in satisfaction of accounts payable, Shares | 1,600,000 | ||
Issuance of common stock on July 6, 2015 for services rendered, Value | $ 60,000 | 60,000 | |
Issuance of common stock on July 6, 2015 for services rendered, Shares | 1,200,000 | ||
Issuance of common stock on July 31, 2015 for services rendered, Value | $ 14,995 | 14,995 | |
Issuance of common stock on July 31, 2015 for services rendered, Shares | 50,000 | ||
Sale of common stock on August 4, 2014 at $0.10 per share, Value | $ 100,000 | 100,000 | |
Sale of common stock on August 4, 2014 at $0.10 per share, Shares | 1,000,000 | ||
Issuance of common stock on August 14, 2015 for services rendered, Value | $ 107,457 | 107,457 | |
Issuance of common stock on August 14, 2015 for services rendered, Shares | 430,000 | ||
Sale of common stock on August 18, 2015 at $0.10 per share, Value | $ 100,000 | 100,000 | |
Sale of common stock on August 18, 2015 at $0.10 per share, Shares | 1,000,000 | ||
Sale of common stock on August 19, 2015 at $0.10 per share, Value | $ 100,000 | 100,000 | |
Sale of common stock on August 19, 2015 at $0.10 per share, Shares | 1,000,000 | ||
Issuance of common stock on August 21, 2015 for services rendered, Value | $ 90,000 | 90,000 | |
Issuance of common stock on August 21, 2015 for services rendered, Shares | 400,000 | ||
Issuance of common stock on August 21, 2015 as additional consideration for receipt of $50,000 loan, Value | $ 47,872 | 47,872 | |
Issuance of common stock on August 21, 2015 as additional consideration for receipt of $50,000 loan, Shares | 5,000,000 | ||
Balance, Value at Sep. 30, 2015 | $ 12,170,995 | $ (11,880,886) | $ 290,109 |
Balance, Shares at Sep. 30, 2015 | 245,213,750 |
WRAPmail, Inc. - Consolidated 6
WRAPmail, Inc. - Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Operating Activities: | ||||||
Net loss | $ (3,632,902) | $ (26,637) | $ (26,642) | $ (26,642) | $ (480,068) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Stock-based compensation | 1,456,827 | 180,000 | ||||
Impairment of goodwill | 1,880,518 | |||||
Depreciation of property and equipment | 805 | |||||
Amortization of intangible assets | 2,980 | 303 | 404 | 405 | ||
Impairment of debt discounts | 32,114 | |||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (12,909) | 2,610 | ||||
Accounts payable | 28,194 | 82,376 | ||||
Accrued expenses payable | 7,597 | 286 | 86 | 6,285 | ||
Net cash used in operating activities | (236,776) | $ (26,048) | $ (26,152) | $ (208,392) | ||
Investing Activities: | ||||||
Cash received from acquisition | [1] | 563 | ||||
Intangible assets additions | $ (65) | |||||
Investments | [2] | (11,500) | ||||
Net cash used in investing activities | (10,937) | $ (65) | ||||
Financing Activities: | ||||||
Proceeds received from notes and loans payable | 50,000 | $ 21,000 | $ 21,000 | 145,000 | ||
Repayments of notes and loans payable | (40,000) | |||||
Proceeds from sales of common stock | 300,000 | 100,000 | 50,000 | |||
Net cash provided by financing activities | 310,000 | 21,000 | 121,000 | 195,000 | ||
Increase (decrease) in cash and cash equivalents | 62,287 | (5,048) | 94,848 | (13,457) | ||
Cash, beginning of period | 100,475 | 5,627 | $ 100,475 | 5,627 | 19,084 | |
Cash, end of period | 162,762 | 579 | $ 100,475 | 5,627 | ||
Non-cash investing and financing activities: | ||||||
Issuance of common stock in satisfaction of debt | $ 47,270 | $ 319,000 | ||||
Forgiveness of debt | [3] | $ 87,242 | ||||
Issuance of common stock for acquisition | [4] | $ 1,998,911 | ||||
Issuance of common stock in satisfaction of accrued interest | 4,375 | |||||
Issuance of common stock in satisfaction of accounts payable | 82,376 | |||||
Debt discount recognized in connection with issuance of common stock as additional consideration for $50,000 loan | $ 47,872 | |||||
[1] | Cash received from acquisition of Prosperity Systems, Inc. | |||||
[2] | Investment in Stock Market Manager, Inc. | |||||
[3] | Forgiveness of debt ($67,000) and accrued interest ($20,242) | |||||
[4] | Issuance of common stock for acquisition of Prosperity Systems, Inc. (less $563 cash received) |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 1 - Organization and Description of Business | NOTE 1 – Organization and Description of Business WrapMail, Inc. (“WRAP”) was incorporated in Florida on October 11, 2005. Effective January 5, 2015 (see Note 4), we acquired 100% ownership of Prosperity Systems, Inc., a New York corporation incorporated on April 2, 2008. WRAP and its wholly owned subsidiary Prosperity (collectively, the “Company”) provide document, project, marketing and sales management systems to business clients through its website and proprietary software. (The Company has since elected to dissolve Prosperity Systems, Inc.) Effective December 27, 2010, WRAP effected a 10 for 1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1 for 10 reverse stock split of its common stock. The accompanying consolidated financial statements retroactively reflect these stock splits. |
Note 2 - Going Concern Uncertai
Note 2 - Going Concern Uncertainty | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 2 - Going Concern Uncertainty | NOTE 2 – Going Concern Uncertainty The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of September 30, 2015 (unaudited), the Company had cash and cash equivalents of $162,762 and working capital of $189,607. For the nine months ended September 30, 2015 (unaudited) and for the year ended December 31, 2014, the Company had net losses of $3,632,902 and $26,642, respectively. Based on capital on hand, the Company could continue operations for the next approximate one to two months. These factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through sales of shares of its common stock. Also, the Company plans to pursue new customers to attain profitable operations. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 3 - Summary of Significant Accounting Policies | NOTE 3 – Summary of Significant Accounting Policies (a) Principles of Consolidation The consolidated financial statements include the accounts of WRAP and its wholly owned subsidiary Prosperity from the date of its acquisition on January 5, 2015. All intercompany balances and transactions have been eliminated in consolidation. (b) Interim Financial Statements The consolidated interim financial statements as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. (c) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. (d) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, net, notes and loans payable to related parties, accounts payable, and accrued expenses payable. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. (e) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. (f) Property and Equipment, Net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. (g) Intangible Assets, Net Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets. (h) Goodwill and Intangible Assets with Indefinite Lives The Company does not amortize goodwill and intangible assets with indefinite useful lives, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced and an impairment loss is recorded. (i) Long-lived Assets The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. (j) Revenue Recognition The Company recognizes revenue over agreed periods of services delivered to customers, provided there are no uncertainties regarding customer acceptance, persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable. (k) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”). In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions. (l) Advertising Advertising costs are expensed as incurred and amounted to $1,531 and $14,931 for the years ended December 31, 2014 and 2013, respectively, and $2,017 and $1,316 for the nine months ended September 30, 2015 and 2014 (unaudited), respectively. (m) Research and Development Research and development costs are expensed as incurred. (n) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability. (o) Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of stock options outstanding (see Note 9). (p) Recent Accounting Pronouncements Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company's financial position and results of operations from adoption of these standards is not expected to be material. |
Note 4 - Acquisition of Prosper
Note 4 - Acquisition of Prosperity Systems, Inc. | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 4 - Acquisition of Prosperity Systems, Inc. | NOTE 4 – Acquisition of Prosperity Systems, Inc. Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”) in exchange for 36,354,077 newly issued shares of WRAP common stock (see Note 8). The acquisition has been accounted for in the accompanying consolidated financial statements as a purchase transaction. Accordingly, the financial position and results of operations of Prosperity prior to the date of the acquisition have been excluded from the accompanying consolidated financial statements. The estimated fair values of the identifiable net assets of Prosperity at January 5, 2015 (effective date of acquisition) consisted of: Cash and cash equivalents $ 563 Accounts receivable 30,662 Property and equipment, net 1,026 Intangible assets, net 29,947 Deferred consulting fees 116,875 Investment in Stock Market Manager, Inc. 12,500 Total assets 191,573 Note and loan payable to related party 37,270 Note payable 25,000 Accounts payable 4,838 Accrued expenses payable 5,509 Total liabilities 72,617 Identifiable net assets 118,956 Goodwill of $1,880,518 (excess of the $1,999,474 fair value of the 36,354,077 shares of WRAP common stock issued to Prosperity's stockholders over the $118,956 identifiable net assets of Prosperity at January 5, 2015) was considered fully impaired at the acquisition date and an impairment expense of $1,880,518 was recorded in the three months ended March 31, 2015. The following pro forma information summarizes the results of operations for the periods indicated as if the acquisition occurred at December 31, 2012. The pro forma information is not necessarily indicative of the results that would have been reported had the transaction actually occurred on December 31, 2012, nor is it intended to project results of operations for any future period. Nine Months Ended Year Ended September 30, December 31, 2015 2014 2014 2013 (Unaudited) (Unaudited) Revenues $ 82,234 $ 97,141 $ 133,962 $ 101,104 Operating expenses 1,802,210 130,473 192,257 1,150,133 Loss from operations (1,719,976) (33,332) (58,295) (1,049,029) Other income (loss) - net (32,408) - (30,686) (10,511) Net loss $ (1,752,384) $ (33,332) $ (88,981) $ (1,059,540) Net loss per common share- basic and diluted $ (0.01) $ (0.00) $ (0.00) $ (0.00) Weighted average common shares outstanding- basic and diluted 227,708,384 214,416,250 214,438,168 112,221,455 |
Note 5 - Intangible Assets, Net
Note 5 - Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 5 - Intangible Assets, Net | NOTE 5 – Intangible Assets, Net Intangible assets, net, consist of: Nine Months Ended Year Ended September 30, December 31, 2015 2014 2014 2013 (Unaudited) (Unaudited) Revenues $ 82,234 $ 97,141 $ 133,962 $ 101,104 Operating expenses 1,802,210 130,473 192,257 1,150,133 Loss from operations (1,719,976) (33,332) (58,295) (1,049,029) Other income (loss) - net (32,408) - (30,686) (10,511) Net loss $ (1,752,384) $ (33,332) $ (88,981) $ (1,059,540) Net loss per common share- basic and diluted $ (0.01) $ (0.00) $ (0.00) $ (0.00) Weighted average common shares outstanding- basic and diluted 227,708,384 214,416,250 214,438,168 112,221,455 Expected future amortization expense for intangible assets as of September 30, 2015 (unaudited) follows: September 30, December 31, 2015 2014 2013 Video Conferencing software acquired by Prosperity in December 2009 $ 30,000 $ - $ - Enterprise and audit software acquired by Prosperity in April 2008 20,000 - - Patent costs incurred by WRAP 6,880 6,944 6,944 Other 3,548 - - Total 60,428 6,944 6,944 Accumulated amortization (29,980) (3,395) (2,991) Net $ 30,448 $ 3,549 $ 3,953 |
Note 6 - Deferred Consulting Fe
Note 6 - Deferred Consulting Fees | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 6 - Deferred Consulting Fees | NOTE 6 – Deferred Consulting Fees For the nine months ended September 30, 2015 (unaudited), deferred consulting fees were accounted for as follows: Amounts assumed from acquisition of Prosperity Systems, Inc. on January 5, 2015: Prosperity shares issued to Stan Teeple, Inc. pursuant to Consulting Agreement with term of three years from March 23, 2012 to March 23, 2015 ($110,000), less $103,125 expensed through December 31, 2014 $ 6,875 Prosperity shares issued to Ken Echevaria pursuant to Business Consulting Agreement with term of three years from December 30, 2014 to December 30, 2017 110,000 Total 116,875 Amount expensed in the nine months ended September 30, 2015 (34,375) Balance, September 30, 2015 82,500 Current portion (36,667) Non-current portion $ 45,833 |
Note 7 - Notes and Loans Payabl
Note 7 - Notes and Loans Payable To Related Parties | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 7 - Notes and Loans Payable To Related Parties | NOTE 7 – Notes and Loans Payable to Related Parties Notes and loans payable consisted of: September 30, December 31, 2015 2014 2013 Note payable issued to investor on August 20, 2015, non-interest bearing, due the earlier to occur of (a) December 18, 2015 or (b) closing of Company sales of WRAP common stock for at least $200,000- less unamortized debt discount of $15,758 at September 30, 2015 $ 9,242 $ - $ - Loans payable to McKenzie Webster Limited, an entity controlled by Rolv E. Heggenhougen (WRAP chairman of the board of directors since inception on October 11, 2005; WRAP chief executive officer from inception on October 11, 2005 to January 5, 2015), interest at 5% - - 36,000 Loan payable to Rolv E. Heggenhougen, interest at 5% due on demand - - 10,000 Total $ 9,242 $ - $ 46,000 In August 2013 (see Note 8), the Company issued 160,000,000 shares of WRAP common stock to McKenzie Webster Limited (“MWL”) in satisfaction of $319,000 loans payable to MWL. In December 2014, MWL and Rolv E. Heggenhougen forgave a total of $67,000 loans payable and $20,242 accrued interest payable due them. On January 5, 2015 (see Note 8), the Company issued 70,166,750 shares of WRAP common stock to Marco Alfonsi in satisfaction of $22,270 Prosperity loans payable to Marco Alfonsi. On November 16, 2015, the Company repaid the remaining $25,000 balance of the Note. |
Note 8 - Common Stock
Note 8 - Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 8 - Common Stock | NOTE 8 – Common Stock On January 16, 2013, the Company sold 166,667 shares of WRAP common stock to an investor at a price of $0.30 per share for proceeds of $50,000. On February 1, 2013, the Company issued 600,000 shares of WRAP common stock to a consultant for services rendered. The $180,000 fair value of the 600,000 shares of WRAP common stock was charged to consulting fees in the three months ended March 31, 2013. On August 22, 2013, the Company issued 160,000,000 shares of WRAP common stock to McKenzie Webster Limited (“MWL”) in satisfaction of $319,000 loans payable to MWL. See Note 7. On December 30, 2014 the Company sold 4,000,000 shares of WRAP common stock to an investor at a price of $0.025 per share for proceeds of $100,000. On January 5, 2015, the Company issued a total of 36,354,077 shares of WRAP common stock to Prosperity stockholders pursuant to the acquisition of Prosperity. See Note 4. On January 5, 2015, the Company issued 70,166,750 shares of WRAP common stock to Marco Alfonsi in satisfaction of $22,270 Prosperity loans payable to Marco Alfonsi. See Note 7. On January 5, 2015, MWL retired 70,166,750 shares of WRAP common stock owned by it. On March 19, 2015, the Company issued 117,500 shares of WRAP common stock to an investor in satisfaction of a $25,000 Prosperity note payable and $4,375 accrued interest. On March 26, 2015, the Company issued a total of 5,000,000 shares of WRAP common stock to the three members of the Board of Directors (1,000,000 shares each) and the four members of the Board of Advisors (500,000 shares each) for services rendered. The $400,000 fair value of the 5,000,000 shares of WRAP common stock was charged to officers and directors compensation in the three months ended March 31, 2015. On June 14, 2015 (see Note 11), the Company issued 10,000,000 shares of WRAP common stock to Marco Alfonsi pursuant to an Executive Employment Agreement dated May 14, 2015. The $750,000 fair value of the 10,000,000 shares of WRAP common stock was charged to officers and directors compensation in the three months ended June 30, 2015. On June 30, 2015, the Company issued 1,600,000 shares of WRAP common stock to a vendor in satisfaction of a $82,376 account payable to the vendor. On July 6, 2015, the Company issued a total of 1,200,000 shares of WRAP common stock to two consultants for services rendered. The $60,000 fair value of the 1,200,000 shares of WRAP common stock was charged to consulting fees in the three months ended September 30, 2015. On July 31, 2015, the Company issued 50,000 shares of WRAP common stock to a consultant for services rendered. The $14,995 fair value of the 50,000 shares of WRAP common stock was charged to consulting fees in the three months ended September 30, 2015. On August 4, 2015, the Company sold 1,000,000 shares of WRAP common stock to an investor at a price of $0.10 per share for proceeds of $100,000. On August 14, 2015, the Company issued 430,000 shares of WRAP common stock to a consultant for services rendered. The $107,457 fair value of the 430,000 shares of WRAP common stock was charged to consulting fees in the three months ended September 30, 2015. On August 18, 2015, the Company sold 1,000,000 shares of WRAP common stock to a non-U.S. individual investor at a price of $0.10 per share for proceeds of $100,000. On August 19, 2015, the Company sold 1,000,000 shares of WRAP common stock to a non-U.S. entity investor at a price of $0.10 per share for proceeds of $100,000. On August 21, 2015, the Company issued 400,000 shares of WRAP common stock to a consultant for services rendered. The $90,000 fair value of the 400,000 shares of WRAP common stock was charged to consulting fees in the three months ended September 30, 2015. On August 21, 2015, pursuant to a $50,000 Bridge Loan Financing Agreement and related Note dated August 20, 2015, the Company issued 5,000,000 shares of WRAP common stock to an investor as additional consideration for the $50,000 loan. The Note was repaid on November 16, 2015. The proceeds of the Note were allocated between the principal and the $1,125,000 fair value of the 5,000,000 shares of WRAP common stock resulting in the Company recording a discount on the debt of $47,872. This amount is being amortized over the 120 days life of the Note. |
Note 9 - Stock Options and Warr
Note 9 - Stock Options and Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 9 - Stock Options and Warrants | NOTE 9 – Stock Options and Warrants A summary of stock options and warrants activity follows: Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, January 1, 2013 1,700,000 707,500 2,407,500 Granted in 2013 - - - Cancelled in 2013 - - - Balance, December 31, 2013 1,700,000 707,500 2,407,500 Granted in 2014 10,000,000 - 10,000,000 Cancelled in 2014 (11,500,000) (400,000) (11,900,000) Balance, December 31, 2014 200,000 307,500 507,500 Unaudited: Granted in 2015 - - - Cancelled in 2015 - - - Balance, September 30, 2015 200,000 307,500 507,500 Issued and outstanding stock options as of September 30, 2015 (unaudited) consist of: Year Granted Number Outstanding and Exercisable Exercise Price Year of Expiration 2006 150,000 $ 1.00 2016 2009 50,000 $ 1.00 2019 Total 200,000 Issued and outstanding warrants as of September 30, 2015 (unaudited) consist of: Year Granted Number Outstanding and Exercisable Exercise Price Year of Expiration 2006 60,000 $ 1.00 2016 2010 247,500 $ 1.00 2020 Total 307,500 |
Note 10 - Income Taxes
Note 10 - Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 10 - Income Taxes | NOTE 10 – Income Taxes No provisions for income taxes were recorded for the periods presented since the Company incurred net losses in those periods. The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 35% to pretax income (loss) as follows: Nine Months Ended Year Ended September 30, December 31, 2015 2014 2014 2013 (Unaudited) (Unaudited) Expected income tax (benefit) at 35% $ (1,271,516) $ (9,323) $ (9,325) $ (168,024) Non-deductible stock-based compensation 509,889 - - 63,000 Non-deductible impairment of goodwill 658,181 - - - Non-deductible amortization of debt discounts 11,240 - - - Increase in deferred income tax assets valuation allowance 92,206 9,323 9,325 105,024 Provision for (benefit from) income taxes $ - $ - $ - $ - Deferred income tax assets consist of: December 31, September 30, 2015 2014 2013 (Unaudited) Net operating loss carryforward $ 995,481 $ 963,152 $ 953,827 Valuation allowance (995,481) (963,152) (953,827) Net $ - $ - $ - Based on management's present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of $1,055,357 attributable to the future utilization of the $3,015,305 net operating loss carryforward as of September 30, 2015 (unaudited) will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at September 30, 2015. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, and 2035 in the amount of $1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, and $263,443, respectively. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 11 - Commitments and Contingencies | NOTE 11 – Commitments and Contingencies Employment Agreements On May 14, 2015, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company's chief executive officer for a cash compensation of $5,000 per month. Pursuant to the agreement, the Company issued 10,000,000 restricted shares of WRAP common stock to Alfonsi on June 14, 2015 (see Note 8). Alfonsi may terminate his employment upon 30 days written notice to the Company. The Company may terminate Alfonsi's employment upon written notice to Alfonsi by a vote of the Board of Directors. On August 17, 2015, the Company executed an Employment Agreement with Romuald Stone (“Stone”) for Stone to serve as the Company's Chief Technology Officer for cash compensation of $12,500 per month. Stone may terminate his employment upon 30 days written notice to the Company. The Company may terminate Stone's employment upon written notice to Stone by a vote of the Board of Directors. If the Company's termination is without cause (as defined), Stone will be entitled to a severance payment of $12,500. Lease Agreement On December 1, 2014, Prosperity entered into a lease agreement with KLAM, Inc. for office space in Hicksville, New York for an initial term of one year commencing December 1, 2014. The lease provides for monthly rentals of $2,500 and provides Prosperity an option to renew the lease after the initial term. KLAM, Inc. is controlled by the wife of the Company's chief executive officer Marco Alfonsi. On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 months to commence upon substantial completion of Landlords's Work. The lease provides for monthly rentals of $2,922 for lease year 1, $3,009 for lease year 2, and $3,100 for lease year 3. Rent expense for the years ended December 31, 2014 and 2013 was $0 and $0, respectively. Rent expense for the nine months ended September 30, 2015 and 2014 (unaudited) was $22,500 and $0, respectively. At September 30, 2015, the future minimum lease payments under non-cancellable operating leases were: Year ended September 30, 2016 $ 40,064 Year ended September 30, 2017 36,108 Year ended September 30, 2018 37,200 Total $ 113,372 Major Customers For the year ended December 31, 2014, one customer accounted for approximately 47% of total revenues. For the year ended December 31, 2013, two customers accounted for approximately 29% and 10%, respectively, of total revenues. For the nine months ended September 30, 2015 (unaudited), two customers accounted for approximately 32% and 26%, respectively, of total revenues. For the nine months ended September 30, 2014 (unaudited), one customer accounted for approximately 69% of total revenues. |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 12 - Subsequent Events | NOTE 12 – Subsequent Events On October 29, 2015, the Company agreed to authorize 20 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is to be convertible into 10,000,000 shares of WRAP common stock and is to be entitled to 20,000,000 votes. On October 29, 2015, in consideration of Marco Alfonsi (chief executive officer of the Company) and McKenzie Webster Limited (an entity controlled by Rolv E. Heggenhaugen, chairman of the board of directors of the Company) agreeing to each retire 50,000,000 shares of WRAP common stock owned by them, the Company agreed to issue 5 shares of Series A Preferred Stock each to Marco Alfonsi and McKenzie Webster Limited. On October 29, 2015, the Company authorized the dissolution of Prosperity Systems, Inc., the Company's wholly owned subsidiary. On November 16, 2015, the Company repaid the remaining $25,000 outstanding balance of the $50,000 Note dated August 20, 2015 (see Note 7). On November 30, 2015, Prosperity Systems, Inc. sold its 50% interest in Stock Market Manager, Inc. to Endeavour Cooperative Partners, LLC for $39,000, payable via a promissory note from Endeavour with 3% interest and a five year maturity. Endeavour is affiliated with a Company’s director, Carl Dilley. On or around November 30, 2015, the board of directors elected to increase Marco Alfonsi’s salary by $1,000 per month. On or around December 30, 2015, the Company issued 150,000 shares of its common stock to the Michael T. Studer Family Trust is consideration for $15,000 worth of past services rendered by Michael Studer. |
Note 3 - Summary of Significa19
Note 3 - Summary of Significant Accounting Policies: (a) Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(a) Principles of Consolidation | (a) Principles of Consolidation The consolidated financial statements include the accounts of WRAP and its wholly owned subsidiary Prosperity from the date of its acquisition on January 5, 2015. All intercompany balances and transactions have been eliminated in consolidation. |
Note 3 - Summary of Significa20
Note 3 - Summary of Significant Accounting Policies: (b) Interim Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(b) Interim Financial Statements | (b) Interim Financial Statements The consolidated interim financial statements as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. |
Note 3 - Summary of Significa21
Note 3 - Summary of Significant Accounting Policies: (c) Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(c) Use of Estimates | (c) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Note 3 - Summary of Significa22
Note 3 - Summary of Significant Accounting Policies: (d) Fair Value of Financial Instruments (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(d) Fair Value of Financial Instruments | (d) Fair Value of Financial Instruments The CompanyÂ’s financial instruments consist of cash and cash equivalents, accounts receivable, net, notes and loans payable to related parties, accounts payable, and accrued expenses payable. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. |
Note 3 - Summary of Significa23
Note 3 - Summary of Significant Accounting Policies: (e) Cash and Cash Equivalents (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(e) Cash and Cash Equivalents | (e) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. |
Note 3 - Summary of Significa24
Note 3 - Summary of Significant Accounting Policies: (f) Property and Equipment, Net (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(f) Property and Equipment, Net | (f) Property and Equipment, Net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. |
Note 3 - Summary of Significa25
Note 3 - Summary of Significant Accounting Policies: (g) Intangible Assets, Net (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(g) Intangible Assets, Net | (g) Intangible Assets, Net Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets. |
Note 3 - Summary of Significa26
Note 3 - Summary of Significant Accounting Policies: (h) Goodwill and Intangible Assets With Indefinite Lives (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(h) Goodwill and Intangible Assets With Indefinite Lives | (h) Goodwill and Intangible Assets with Indefinite Lives The Company does not amortize goodwill and intangible assets with indefinite useful lives, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced and an impairment loss is recorded. |
Note 3 - Summary of Significa27
Note 3 - Summary of Significant Accounting Policies: (i) Long-lived Assets (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(i) Long-lived Assets | (i) Long-lived Assets The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the assetÂ’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. |
Note 3 - Summary of Significa28
Note 3 - Summary of Significant Accounting Policies: (j) Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(j) Revenue Recognition | (j) Revenue Recognition The Company recognizes revenue over agreed periods of services delivered to customers, provided there are no uncertainties regarding customer acceptance, persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable. |
Note 3 - Summary of Significa29
Note 3 - Summary of Significant Accounting Policies: (k) Stock-based Compensation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(k) Stock-based Compensation | (k) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”). In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions. |
Note 3 - Summary of Significa30
Note 3 - Summary of Significant Accounting Policies: (l) Advertising (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(l) Advertising | (l) Advertising Advertising costs are expensed as incurred and amounted to $1,531 and $14,931 for the years ended December 31, 2014 and 2013, respectively, and $2,017 and $1,316 for the nine months ended September 30, 2015 and 2014 (unaudited), respectively. |
Note 3 - Summary of Significa31
Note 3 - Summary of Significant Accounting Policies: (m) Research and Development (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(m) Research and Development | (m) Research and Development Research and development costs are expensed as incurred. |
Note 3 - Summary of Significa32
Note 3 - Summary of Significant Accounting Policies: (n) Income Taxes (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(n) Income Taxes | (n) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability. |
Note 3 - Summary of Significa33
Note 3 - Summary of Significant Accounting Policies: (o) Net Income (loss) Per Common Share (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(o) Net Income (loss) Per Common Share | (o) Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of stock options outstanding (see Note 9). |
Note 3 - Summary of Significa34
Note 3 - Summary of Significant Accounting Policies: (p) Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
(p) Recent Accounting Pronouncements | (p) Recent Accounting Pronouncements Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company's financial position and results of operations from adoption of these standards is not expected to be material. |
Note 4 - Acquisition of Prosp35
Note 4 - Acquisition of Prosperity Systems, Inc.: Schedule of Business Acquisitions, by Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Business Acquisitions, by Acquisition | Cash and cash equivalents $ 563 Accounts receivable 30,662 Property and equipment, net 1,026 Intangible assets, net 29,947 Deferred consulting fees 116,875 Investment in Stock Market Manager, Inc. 12,500 Total assets 191,573 Note and loan payable to related party 37,270 Note payable 25,000 Accounts payable 4,838 Accrued expenses payable 5,509 Total liabilities 72,617 Identifiable net assets 118,956 |
Note 4 - Acquisition of Prosp36
Note 4 - Acquisition of Prosperity Systems, Inc.: Business Acquisition, Pro Forma Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Business Acquisition, Pro Forma Information | Nine Months Ended Year Ended September 30, December 31, 2015 2014 2014 2013 (Unaudited) (Unaudited) Revenues $ 82,234 $ 97,141 $ 133,962 $ 101,104 Operating expenses 1,802,210 130,473 192,257 1,150,133 Loss from operations (1,719,976) (33,332) (58,295) (1,049,029) Other income (loss) - net (32,408) - (30,686) (10,511) Net loss $ (1,752,384) $ (33,332) $ (88,981) $ (1,059,540) Net loss per common share- basic and diluted $ (0.01) $ (0.00) $ (0.00) $ (0.00) Weighted average common shares outstanding- basic and diluted 227,708,384 214,416,250 214,438,168 112,221,455 |
Note 5 - Intangible Assets, N37
Note 5 - Intangible Assets, Net: Schedule of Impaired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Impaired Intangible Assets | Nine Months Ended Year Ended September 30, December 31, 2015 2014 2014 2013 (Unaudited) (Unaudited) Revenues $ 82,234 $ 97,141 $ 133,962 $ 101,104 Operating expenses 1,802,210 130,473 192,257 1,150,133 Loss from operations (1,719,976) (33,332) (58,295) (1,049,029) Other income (loss) - net (32,408) - (30,686) (10,511) Net loss $ (1,752,384) $ (33,332) $ (88,981) $ (1,059,540) Net loss per common share- basic and diluted $ (0.01) $ (0.00) $ (0.00) $ (0.00) Weighted average common shares outstanding- basic and diluted 227,708,384 214,416,250 214,438,168 112,221,455 |
Note 5 - Intangible Assets, N38
Note 5 - Intangible Assets, Net: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | September 30, December 31, 2015 2014 2013 Video Conferencing software acquired by Prosperity in December 2009 $ 30,000 $ - $ - Enterprise and audit software acquired by Prosperity in April 2008 20,000 - - Patent costs incurred by WRAP 6,880 6,944 6,944 Other 3,548 - - Total 60,428 6,944 6,944 Accumulated amortization (29,980) (3,395) (2,991) Net $ 30,448 $ 3,549 $ 3,953 |
Note 6 - Deferred Consulting 39
Note 6 - Deferred Consulting Fees: Schedule of Deferred Consulting Fees (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Deferred Consulting Fees | Amounts assumed from acquisition of Prosperity Systems, Inc. on January 5, 2015: Prosperity shares issued to Stan Teeple, Inc. pursuant to Consulting Agreement with term of three years from March 23, 2012 to March 23, 2015 ($110,000), less $103,125 expensed through December 31, 2014 $ 6,875 Prosperity shares issued to Ken Echevaria pursuant to Business Consulting Agreement with term of three years from December 30, 2014 to December 30, 2017 110,000 Total 116,875 Amount expensed in the nine months ended September 30, 2015 (34,375) Balance, September 30, 2015 82,500 Current portion (36,667) Non-current portion $ 45,833 |
Note 7 - Notes and Loans Paya40
Note 7 - Notes and Loans Payable To Related Parties: Schedule of Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Related Party Transactions | September 30, December 31, 2015 2014 2013 Note payable issued to investor on August 20, 2015, non-interest bearing, due the earlier to occur of (a) December 18, 2015 or (b) closing of Company sales of WRAP common stock for at least $200,000- less unamortized debt discount of $15,758 at September 30, 2015 $ 9,242 $ - $ - Loans payable to McKenzie Webster Limited, an entity controlled by Rolv E. Heggenhougen (WRAP chairman of the board of directors since inception on October 11, 2005; WRAP chief executive officer from inception on October 11, 2005 to January 5, 2015), interest at 5% - - 36,000 Loan payable to Rolv E. Heggenhougen, interest at 5% due on demand - - 10,000 Total $ 9,242 $ - $ 46,000 |
Note 9 - Stock Options and Wa41
Note 9 - Stock Options and Warrants: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options, Activity | Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, January 1, 2013 1,700,000 707,500 2,407,500 Granted in 2013 - - - Cancelled in 2013 - - - Balance, December 31, 2013 1,700,000 707,500 2,407,500 Granted in 2014 10,000,000 - 10,000,000 Cancelled in 2014 (11,500,000) (400,000) (11,900,000) Balance, December 31, 2014 200,000 307,500 507,500 Unaudited: Granted in 2015 - - - Cancelled in 2015 - - - Balance, September 30, 2015 200,000 307,500 507,500 |
Note 9 - Stock Options and Wa42
Note 9 - Stock Options and Warrants: Schedule of Issued and Outstanding Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Issued and Outstanding Stock Options | Year Granted Number Outstanding and Exercisable Exercise Price Year of Expiration 2006 150,000 $ 1.00 2016 2009 50,000 $ 1.00 2019 Total 200,000 |
Note 10 - Income Taxes_ Schedul
Note 10 - Income Taxes: Schedule of Income Tax Provisions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Income Tax Provisions | Nine Months Ended Year Ended September 30, December 31, 2015 2014 2014 2013 (Unaudited) (Unaudited) Expected income tax (benefit) at 35% $ (1,271,516) $ (9,323) $ (9,325) $ (168,024) Non-deductible stock-based compensation 509,889 - - 63,000 Non-deductible impairment of goodwill 658,181 - - - Non-deductible amortization of debt discounts 11,240 - - - Increase in deferred income tax assets valuation allowance 92,206 9,323 9,325 105,024 Provision for (benefit from) income taxes $ - $ - $ - $ - |
Note 10 - Income Taxes_ Sched44
Note 10 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | December 31, September 30, 2015 2014 2013 (Unaudited) Net operating loss carryforward $ 995,481 $ 963,152 $ 953,827 Valuation allowance (995,481) (963,152) (953,827) Net $ - $ - $ - |
Note 11 - Commitments and Con45
Note 11 - Commitments and Contingencies: Schedule of Rent Expense (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Rent Expense | Year ended September 30, 2016 $ 40,064 Year ended September 30, 2017 36,108 Year ended September 30, 2018 37,200 Total $ 113,372 |
Note 2 - Going Concern Uncert46
Note 2 - Going Concern Uncertainty (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 05, 2015 | |
Details | ||||||
Cash and cash equivalents | $ 162,762 | $ 100,475 | $ 5,627 | $ 563 | ||
Working Capital | 189,607 | |||||
Net loss | $ 3,632,902 | $ 26,637 | $ 26,642 | $ 26,642 | $ 480,068 |
Note 3 - Summary of Significa47
Note 3 - Summary of Significant Accounting Policies: (l) Advertising (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||||
Advertising Expense | $ 2,017 | $ 1,316 | $ 1,531 | $ 14,931 |
Note 4 - Acquisition of Prosp48
Note 4 - Acquisition of Prosperity Systems, Inc. (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Jan. 05, 2015 | |
Details | ||
Balance, Shares | 36,354,077 | |
Impairment of goodwill | $ 1,880,518 |
Note 4 - Acquisition of Prosp49
Note 4 - Acquisition of Prosperity Systems, Inc.: Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) | Nov. 30, 2015 | Sep. 30, 2015 | Jan. 05, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Details | ||||||||
Cash and cash equivalents | $ 162,762 | $ 563 | $ 100,475 | $ 5,627 | ||||
Accounts receivable | 43,571 | 30,662 | ||||||
Property and equipment, at cost less accumulated depreciation | 221 | [1] | 1,026 | [1] | [1] | |||
Intangible Assets, Current | 29,947 | |||||||
Deferred consulting fees | 45,833 | 116,875 | ||||||
Investment | 24,000 | [2] | 12,500 | [2] | [2] | |||
Total Assets | 343,502 | 191,573 | $ 104,024 | $ 9,580 | ||||
Notes and loans payable | 9,242 | 37,270 | 6,000 | |||||
Notes Payable | $ 39,000 | 25,000 | ||||||
Accounts payable | 33,032 | 4,838 | 82,376 | 82,376 | ||||
Accrued expenses payable | $ 11,119 | 5,509 | $ 2,456 | $ 22,612 | ||||
Liabilities | $ 72,617 | |||||||
[1] | Property and equipment, at cost less accumulated depreciation of $13,573 and $2,991, respectively. | |||||||
[2] | Investment in Stock Market Manager, Inc. |
Note 4 - Acquisition of Prosp50
Note 4 - Acquisition of Prosperity Systems, Inc.: Business Acquisition, Pro Forma Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $ 82,234 | $ 14,417 | $ 21,195 | $ 16,578 | |
Total operating expenses | 1,802,210 | 41,054 | 47,837 | 490,363 | |
Loss from operations | (1,719,976) | (26,637) | (26,642) | (473,785) | |
Other income (expense) - net | (1,912,926) | (6,283) | |||
Net loss | $ (3,632,902) | $ (26,637) | $ (26,642) | $ (26,642) | $ (480,068) |
Net loss per common share- basic and diluted | $ (0.02) | $ 0 | $ 0 | $ (0.01) | |
Pro Forma | |||||
Revenues | $ 82,234 | $ 97,141 | $ 133,962 | $ 101,104 | |
Total operating expenses | 1,802,210 | 130,473 | 192,257 | 1,150,133 | |
Loss from operations | (1,719,976) | (33,332) | (58,295) | (1,049,029) | |
Other income (expense) - net | (32,408) | $ (30,686) | (10,511) | ||
Net loss | $ (1,752,384) | $ (33,332) | $ (88,981) | $ (1,059,540) | |
Net loss per common share- basic and diluted | $ (0.01) | $ 0 | $ 0 | $ 0 | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 227,708,384 | 214,416,250 | 214,438,168 | 112,221,455 |
Note 5 - Intangible Assets, N51
Note 5 - Intangible Assets, Net: Schedule of Impaired Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $ 82,234 | $ 14,417 | $ 21,195 | $ 16,578 | |
Total operating expenses | 1,802,210 | 41,054 | 47,837 | 490,363 | |
Loss from operations | (1,719,976) | (26,637) | (26,642) | (473,785) | |
Other income (expense) - net | (1,912,926) | (6,283) | |||
Net loss | $ (3,632,902) | $ (26,637) | $ (26,642) | $ (26,642) | $ (480,068) |
Net loss per common share- basic and diluted | $ (0.02) | $ 0 | $ 0 | $ (0.01) | |
Intangible Assets, Net | |||||
Revenues | $ 82,234 | $ 97,141 | $ 133,962 | $ 101,104 | |
Total operating expenses | 1,802,210 | 130,473 | 192,257 | 1,150,133 | |
Loss from operations | (1,719,976) | (33,332) | (58,295) | (1,049,029) | |
Other income (expense) - net | (32,408) | $ (30,686) | (10,511) | ||
Net loss | $ (1,752,384) | $ (33,332) | $ (88,981) | $ (1,059,540) | |
Net loss per common share- basic and diluted | $ (0.01) | $ 0 | $ 0 | $ 0 | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 227,708,384 | 214,416,250 | 214,438,168 | 112,221,455 |
Note 5 - Intangible Assets, N52
Note 5 - Intangible Assets, Net: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Video Conferencing Software | |||
Future Amortization Expense | $ 30,000 | ||
Enterprise and Audit Software | |||
Future Amortization Expense | 20,000 | ||
Patent Costs | |||
Future Amortization Expense | 6,880 | $ 6,944 | $ 6,944 |
Other | |||
Future Amortization Expense | 3,548 | ||
Total | |||
Future Amortization Expense | 60,428 | 6,944 | 6,944 |
Accumulated Amortization | |||
Future Amortization Expense | (29,980) | (3,395) | (2,991) |
Net | |||
Future Amortization Expense | $ 30,448 | $ 3,549 | $ 3,953 |
Note 6 - Deferred Consulting 53
Note 6 - Deferred Consulting Fees: Schedule of Deferred Consulting Fees (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Jan. 05, 2015 | |
Deferred consulting fees | $ 45,833 | $ 116,875 |
Shares Issued to Stan Teeple, Inc. | ||
Deferred Consulting Fees | 6,875 | |
Shares Issued to Ken Echevaria | ||
Deferred Consulting Fees | 110,000 | |
Total | ||
Deferred Consulting Fees | 116,875 | |
Amount Expensed for the Nine Months Ended September 30, 2015 | ||
Deferred Consulting Fees | (34,375) | |
Balance September 30, 2015 | ||
Deferred consulting fees | 82,500 | |
Current Portion | ||
Deferred consulting fees | (36,667) | |
Non-current Portion | ||
Deferred consulting fees | $ 45,833 |
Note 7 - Notes and Loans Paya54
Note 7 - Notes and Loans Payable To Related Parties: Schedule of Related Party Transactions (Details) - USD ($) | Sep. 30, 2015 | Jan. 05, 2015 | Dec. 31, 2013 |
Notes and loans payable | $ 9,242 | $ 37,270 | $ 6,000 |
Note Payable issued to investor on August 20, 2015 | |||
Notes and loans payable | 9,242 | ||
Loans Payable to McKenzie Webster Limited | |||
Notes and loans payable | 36,000 | ||
Loan Payable to Roly E. Heggenhougen | |||
Notes and loans payable | 10,000 | ||
Total | |||
Notes and loans payable | $ 9,242 | $ 46,000 |
Note 7 - Notes and Loans Paya55
Note 7 - Notes and Loans Payable To Related Parties (Details) - USD ($) | Dec. 05, 2015 | Nov. 16, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2013 |
Common Stock, Shares Issued | 245,213,750 | 182,062,173 | 178,062,173 | |||
McKenzie Webster Limited | ||||||
Common Stock, Shares Issued | 160,000,000 | |||||
Loans Payable | $ 319,000 | |||||
Roly E. Heggenhougen | ||||||
Loans Payable | $ 67,000 | |||||
Interest Receivable | $ 20,242 | |||||
Marco Alfonsi | ||||||
Common Stock, Shares Issued | 70,166,750 | |||||
Loans Payable | $ 22,270 | |||||
Remaining Balance | ||||||
Loans Payable | $ 25,000 |
Note 8 - Common Stock (Details)
Note 8 - Common Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2015 | Oct. 29, 2015 | Aug. 21, 2015 | Aug. 19, 2015 | Aug. 18, 2015 | Aug. 14, 2015 | Aug. 04, 2015 | Jul. 31, 2015 | Jul. 06, 2015 | Jun. 14, 2015 | Mar. 26, 2015 | Mar. 19, 2015 | Jan. 05, 2015 | Dec. 30, 2014 | Aug. 22, 2013 | Feb. 01, 2013 | Jan. 16, 2013 | ||
Common Stock, Shares Issued | 245,213,750 | 245,213,750 | 182,062,173 | 178,062,173 | |||||||||||||||||||||
Current portion of deferred consulting fees | $ 36,667 | $ 36,667 | |||||||||||||||||||||||
Shares Retired | 50,000,000 | ||||||||||||||||||||||||
Officers and directors compensation | [1] | 1,195,750 | |||||||||||||||||||||||
Accounts payable | 33,032 | 33,032 | $ 82,376 | $ 82,376 | $ 4,838 | ||||||||||||||||||||
Consulting fees | [2] | $ 333,847 | $ 500 | $ 1,530 | $ 180,790 | ||||||||||||||||||||
Investor | |||||||||||||||||||||||||
Common Stock Shares Sold | 4,000,000 | 1,000,000 | 166,667 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.025 | $ 0.30 | ||||||||||||||||||||||
Proceeds | $ 100,000 | $ 100,000 | $ 50,000 | ||||||||||||||||||||||
Common Stock, Shares Issued | 50,000 | 117,500 | |||||||||||||||||||||||
Loans Payable | $ 25,000 | ||||||||||||||||||||||||
Accrued Interest | $ 4,375 | ||||||||||||||||||||||||
Consulting fees | 14,995 | ||||||||||||||||||||||||
Consultant for Services | |||||||||||||||||||||||||
Common Stock, Shares Issued | 430,000 | 600,000 | |||||||||||||||||||||||
Current portion of deferred consulting fees | $ 180,000 | ||||||||||||||||||||||||
Consulting fees | 107,457 | ||||||||||||||||||||||||
McKenzie Webster Limited | |||||||||||||||||||||||||
Common Stock, Shares Issued | 160,000,000 | ||||||||||||||||||||||||
Loans Payable | $ 319,000 | ||||||||||||||||||||||||
Shares Retired | 70,166,750 | ||||||||||||||||||||||||
Prosperity Stockholders | |||||||||||||||||||||||||
Common Stock, Shares Issued | 36,354,077 | ||||||||||||||||||||||||
Marco Alfonsi | |||||||||||||||||||||||||
Common Stock, Shares Issued | 10,000,000 | 70,166,750 | |||||||||||||||||||||||
Loans Payable | $ 22,270 | ||||||||||||||||||||||||
Officers and directors compensation | $ 750,000 | ||||||||||||||||||||||||
Board of Directors | |||||||||||||||||||||||||
Common Stock, Shares Issued | 5,000,000 | ||||||||||||||||||||||||
Officers and directors compensation | $ 400,000 | ||||||||||||||||||||||||
Vendor | |||||||||||||||||||||||||
Common Stock, Shares Issued | 1,600,000 | ||||||||||||||||||||||||
Accounts payable | $ 82,376 | ||||||||||||||||||||||||
Two Consultants | |||||||||||||||||||||||||
Common Stock, Shares Issued | 1,200,000 | ||||||||||||||||||||||||
Consulting fees | 60,000 | ||||||||||||||||||||||||
non-U.S. Individual Investor | |||||||||||||||||||||||||
Common Stock Shares Sold | 1,000,000 | ||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.10 | ||||||||||||||||||||||||
Proceeds | $ 100,000 | ||||||||||||||||||||||||
non-U.S. Entity Investor | |||||||||||||||||||||||||
Common Stock Shares Sold | 1,000,000 | ||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.10 | ||||||||||||||||||||||||
Proceeds | $ 100,000 | ||||||||||||||||||||||||
Consultant for Services 2 | |||||||||||||||||||||||||
Common Stock, Shares Issued | 400,000 | ||||||||||||||||||||||||
Consulting fees | 90,000 | ||||||||||||||||||||||||
Bridge Loan Financing Agreement | |||||||||||||||||||||||||
Common Stock, Shares Issued | 5,000,000 | ||||||||||||||||||||||||
Consulting fees | $ 1,125,000 | ||||||||||||||||||||||||
Notes Payable, Related Parties | $ 50,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 47,872 | ||||||||||||||||||||||||
[1] | Officers and directors compensation, including stock-based compensation of $1,150,000, $0, $0, and $0, respectively. | ||||||||||||||||||||||||
[2] | Consulting fees, including stock-based compensation of $306,827, $0, $0 and $180, respectively. |
Note 9 - Stock Options and Wa57
Note 9 - Stock Options and Warrants: Schedule of Share-based Compensation, Stock Options, Activity (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2014 | Sep. 30, 2015 | Jan. 02, 2015 | Jan. 02, 2014 | Jan. 02, 2013 | |
Shares of Common Stock Exercisable Into Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,000 | 200,000 | 1,700,000 | 1,700,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 10,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (11,500,000) | ||||
Shares of Common Stock Exercisable Into Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 307,500 | 307,500 | 707,500 | 707,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (400,000) | ||||
Shares of Common Stock Exercisable Into Total | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 507,500 | 507,500 | 2,407,500 | 2,407,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 10,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (11,900,000) |
Note 9 - Stock Options and Wa58
Note 9 - Stock Options and Warrants: Schedule of Issued and Outstanding Stock Options (Details) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 01, 2009 | Jan. 01, 2006 |
Common Stock, Shares Outstanding | 245,213,750 | 182,062,173 | 178,062,173 | 50,000 | 150,000 |
Stock Options | |||||
Common Stock, Shares Outstanding | 50,000 | 150,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1 | $ 1 |
Note 9 - Stock Options and Wa59
Note 9 - Stock Options and Warrants (Details) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 01, 2010 | Jan. 01, 2009 | Jan. 01, 2006 |
Common Stock, Shares Outstanding | 245,213,750 | 182,062,173 | 178,062,173 | 50,000 | 150,000 | |
Warrants | ||||||
Common Stock, Shares Outstanding | 247,500 | 60,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1 | $ 1 |
Note 10 - Income Taxes_ Sched60
Note 10 - Income Taxes: Schedule of Income Tax Provisions (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||||
Income Tax Expense (Benefit) | $ (1,271,516) | $ (9,323) | $ (9,325) | $ (168,024) |
Officers' Compensation | 509,889 | 63,000 | ||
Goodwill, Impairment Loss, Net of Tax | 658,181 | |||
Amortization of Debt Discounts | 11,240 | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 92,206 | $ 9,323 | $ 9,325 | $ 105,024 |
Note 10 - Income Taxes_ Sched61
Note 10 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | Dec. 31, 2035 | Dec. 31, 2034 | Dec. 31, 2033 | Dec. 31, 2032 | Dec. 31, 2031 | Dec. 31, 2030 | Dec. 31, 2029 | Dec. 31, 2028 | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||||||||||||||
Deferred Tax Assets, Operating Loss Carryforwards | $ 263,443 | $ 25,511 | $ 311,890 | $ 166,911 | $ 135,096 | $ 151,874 | $ 159,141 | $ 686,775 | $ 594,905 | $ 518,390 | $ 1,369 | $ 995,481 | $ 963,152 | $ 953,827 |
Deferred Tax Assets, Valuation Allowance | $ (995,481) | $ (963,152) | $ (953,827) |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details) - USD ($) | Dec. 31, 2035 | Dec. 31, 2034 | Dec. 31, 2033 | Dec. 31, 2032 | Dec. 31, 2031 | Dec. 31, 2030 | Dec. 31, 2029 | Dec. 31, 2028 | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||||||||||||||
Deferred Income Taxes and Other Assets, Current | $ 1,055,357 | |||||||||||||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 3,015,305 | |||||||||||||
Deferred Tax Assets, Operating Loss Carryforwards | $ 263,443 | $ 25,511 | $ 311,890 | $ 166,911 | $ 135,096 | $ 151,874 | $ 159,141 | $ 686,775 | $ 594,905 | $ 518,390 | $ 1,369 | $ 995,481 | $ 963,152 | $ 953,827 |
Note 11 - Commitments and Con63
Note 11 - Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 14, 2018 | Sep. 14, 2017 | Sep. 12, 2016 | Dec. 02, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 17, 2015 | May. 14, 2015 | |
Operating Leases, Rent Expense | $ 22,500 | $ 0 | $ 37,200 | $ 36,108 | $ 40,064 | $ 3,100 | $ 3,009 | $ 2,922 | $ 2,500 | $ 0 | $ 0 | ||
Marco Alfonsi | |||||||||||||
Employee Cash Compensation | $ 5,000 | ||||||||||||
Romuald Stone | |||||||||||||
Employee Cash Compensation | $ 12,500 |
Note 11 - Commitments and Con64
Note 11 - Commitments and Contingencies: Schedule of Rent Expense (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 14, 2018 | Sep. 14, 2017 | Sep. 12, 2016 | Dec. 02, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Details | |||||||||||
Operating Leases, Rent Expense | $ 22,500 | $ 0 | $ 37,200 | $ 36,108 | $ 40,064 | $ 3,100 | $ 3,009 | $ 2,922 | $ 2,500 | $ 0 | $ 0 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details) - USD ($) | Dec. 30, 2015 | Nov. 30, 2015 | Oct. 29, 2015 | Sep. 30, 2015 | Jan. 05, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred Stock, Shares Authorized | 20 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 10,000,000 | ||||||
Shares Retired | 50,000,000 | ||||||
Notes Payable | $ 39,000 | $ 25,000 | |||||
Salary Increase | $ 1,000 | ||||||
Common Stock, Shares Issued | 245,213,750 | 182,062,173 | 178,062,173 | ||||
Michael T. Studer Family Trust | |||||||
Common Stock, Shares Issued | 150,000 | ||||||
Common Stock Issued, Employee Stock Trust | $ 15,000 |