Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | Wrapmail, Inc. | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2016 | |
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 | 146,008,250 | |
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 | 2,016 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 1 |
WRAPmail, Inc. and Subsidiary -
WRAPmail, Inc. and Subsidiary - Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Current Assets: | |||
Cash and cash equivalents | $ 30,193 | $ 18,373 | |
Accounts receivable, less allowance for doubtful accounts | [1] | 13,742 | 24,473 |
Prepaid expenses | 2,500 | 39,671 | |
TOTAL CURRENT ASSETS | 46,435 | 82,517 | |
Property and equipment, less accumulated depreciation | [2] | 14,375 | 17,642 |
Other Assets: | |||
Security Deposit | 11,687 | 11,687 | |
Note receivable | 39,000 | 39,000 | |
Intangible assets, net of accumulated amortization | [3] | 25,481 | 29,455 |
Total other assets | 76,168 | 80,142 | |
Total Assets | 136,978 | 180,301 | |
Current Liabilities: | |||
Notes and loans payable | 58,315 | 8,000 | |
Derivative Liability | 352,688 | ||
Accounts payable | 54,714 | 37,419 | |
Accrued officers compensation | 134,750 | ||
Other accrued expenses payable | 51,099 | 31,594 | |
Total current liabilities and total liabilities | 651,566 | 77,013 | |
Commitments and Contingencies | [4] | ||
Stockholders' Equity | |||
Preferred stock | [5] | 103,664 | 103,664 |
Common stock | [6] | 11,889,505 | 11,842,331 |
Accumulated deficit | (12,507,757) | (11,842,707) | |
TOTAL STOCKHOLDERS' EQUITY | (514,588) | 103,288 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 136,978 | $ 180,301 | |
[1] | Accounts receivable, less allowance for doubtful accounts of $0 and $15,726, respectively. | ||
[2] | Property and equipment, at cost less accumulated depreciation of $17,021 and $13,754, respectively. | ||
[3] | Intangible assets, net of accumulated amortization of $34,947 and $30,973, respectively. | ||
[4] | See Notes 8 and 13 | ||
[5] | no par value: authorized 20 shares, issued and outstanding 10 and 10 shares, respectively. | ||
[6] | no par value; authorized 400,000,000 shares, issued and outstanding 146,008,250 and 145,363,750 shares, respectively. |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position | ||
Preferred Stock, Par Value | ||
Preferred Stock, Shares Authorized | 20 | 20 |
Preferred Stock, Shares Issued | 10 | 10 |
Preferred Stock, Shares Outstanding | 10 | 10 |
Common Stock, Par Value | ||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares Issued | 146,008,250 | 145,363,750 |
Common Stock, Shares Outstanding | 146,008,250 | 145,363,750 |
WRAPmail, Inc. and Subsidiary 4
WRAPmail, Inc. and Subsidiary - Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Statement | |||
Revenues | $ 95,145 | $ 110,431 | |
Operating Expenses: | |||
Officers and directors compensation | [1] | 180,448 | 851,250 |
Consulting fees | [2] | 99,913 | 488,574 |
Advertising expense | 11,901 | 15,652 | |
Hosting expense | 32,182 | 33,280 | |
Rent expense | 65,060 | 38,765 | |
Professional fees | [3] | 47,207 | 90,735 |
Depreciation of property and equipment | 3,267 | 2,201 | |
Amortization of intangible assets | 3,974 | 3,974 | |
Other | 62,741 | 160,283 | |
TOTAL OPERATING EXPENSES | 506,693 | 1,684,714 | |
Loss from operations | (411,548) | (1,574,283) | |
Other income (expense): | |||
Loss on Investment | (1,760) | ||
Gain on sale | [4] | 27,500 | |
Interest income | 1,170 | 127 | |
Impairment of goodwill | (1,994,641) | (1,994,641) | |
Income (expense) from derivative liability | (198,438) | ||
Interest expense | [5] | (56,234) | (48,666) |
Other income (expense) - net | (253,502) | (2,017,440) | |
Loss before provision for income taxes | (665,050) | (3,591,723) | |
Provision for income taxes | |||
Net loss | $ (665,050) | $ (3,591,723) | |
Net loss per common share - basic and diluted | $ 0 | $ (0.02) | |
Weighted average common shares outstanding - basic and diluted | 145,677,036 | 214,694,520 | |
[1] | including stock-based compensation of $0 and $750,000, respectively. | ||
[2] | Including stock-based compensation of $30,000 and $432,452, respectively. | ||
[3] | including stock-based compensation of $0 and $15,000, respectively. | ||
[4] | Gain on sale of 50% interest in Stock Market Manager, Inc. | ||
[5] | Including amortization of debt discounts of $50,315 and $47,872, respectively. |
WRAPmail, Inc. - Consolidated S
WRAPmail, Inc. - Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock | Common Stock | Accumulated Deficit | Total |
Balance, Value at Dec. 31, 2014 | $ 8,267,176 | $ (8,250,984) | $ 16,192 | |
Balance, Shares at Dec. 31, 2014 | 182,062,173 | |||
Acquisition of Prosperity Systems, Inc. Effective January 5, 2015, Value | $ 1,999,474 | 1,999,474 | ||
Acquisition of Prosperity Systems, Inc. Effective January 5, 2015, 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 | |||
Retirement of common stock effective January 5, 2015 from McKenzie Webster Limited pursuant to acquisition of Prosperity Systems, Inc., shares, 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 employment agreement with chief executive officer, Value | $ 510,000 | 510,000 | ||
Issuance of common stock on June 14, 2015 pursuant to May 14, 2015 employment 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, 2015 at $0.10 per share, Value | $ 100,000 | 100,000 | ||
Sale of common stock on August 4, 2015 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 | |||
Issuance of Series A Preferred Stock and retirement of common stock on October 29, 2015, Value | $ 103,664 | $ (103,664) | ||
Issuance of Series A Preferred Stock and retirement of common stock on October 29, 2015, Shares | 10 | (100,000,000) | ||
Issuance of common stock on December 30, 2015 for services rendered, Value | $ 15,000 | 15,000 | ||
Issuance of common stock on December 30, 2015 for services rendered, Shares | 150,000 | |||
Net loss | (3,591,723) | (3,591,723) | ||
Balance, Value at Dec. 31, 2015 | $ 103,664 | $ 11,842,331 | (11,842,707) | 103,288 |
Balance, Shares at Dec. 31, 2015 | 10 | 145,363,750 | ||
Net loss | (665,050) | |||
Issuance of common stock on January 2, 2016 for services rendered, Value | $ 12,864 | 12,864 | ||
Issuance of common stock on January 2, 2016 for services rendered, Shares | 104,500 | |||
Issuance of common stock on March 9, 2016 for services rendered, Value | $ 8,693 | 8,693 | ||
Issuance of common stock on March 9, 2016 for services rendered, Shares | 140,000 | |||
Issuance of common stock on October 6, 2016 for services rendered, Value | $ 25,617 | (665,050) | (665,050) | |
Issuance of common stock on October 6, 2016 for services rendered, Shares | 400,000 | |||
Balance, Value at Dec. 31, 2016 | $ 103,664 | $ 11,889,505 | $ (12,507,757) | $ (514,588) |
Balance, Shares at Dec. 31, 2016 | 10 | 146,008,250 |
WRAPmail, Inc. and Subsidiary 6
WRAPmail, Inc. and Subsidiary - Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Operating Activities: | |||
Net loss | $ (665,050) | $ (3,591,723) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation | 30,000 | 1,203,290 | |
Impairment of goodwill | 1,994,641 | ||
Expense from derivative liability | 198,438 | ||
Depreciation of property and equipment | 3,267 | 2,201 | |
Amortization of intangible assets | 3,974 | 3,974 | |
Amortization of debt discount | 50,315 | 47,872 | |
Gain on sale of company | [1] | (27,500) | |
Bad debt expense | 31,666 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, increase decrease | (20,935) | (9,037) | |
Prepaid expenses, increase decrease | 7,171 | (4,077) | |
Security deposit, increase decrease | (11,687) | ||
Accounts payable, increase decrease | 64,469 | 27,287 | |
Accrued officers compensation, increase decrease | 134,750 | ||
Other accrued expenses payable, increase decrease | 19,505 | 27,344 | |
Net Cash Used in Operating Activities | (142,430) | (337,415) | |
Investing Activities: | |||
Cash received from acquisition | [2] | 563 | |
Intangible assets additions | 67 | ||
Fixed assts additions | (18,817) | ||
Investment in Company | [3] | (11,500) | |
Net Cash Used in Investing Activities | (29,687) | ||
Financing Activities: | |||
Proceeds received from notes and loans payable | 154,250 | 50,000 | |
Repayments of notes and loans payable | (65,000) | ||
Proceeds from sale of common stock | 300,000 | ||
Net Cash Provided by Financing Activities | 154,250 | 285,000 | |
Increase (decrease) in cash and cash equivalents | 11,820 | (82,102) | |
Cash and cash equivalents, beginning of period | 18,373 | 100,475 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Income taxes paid | |||
Interest paid | |||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Issuance of common stock in satisfaction of debt | 47,270 | ||
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 | 47,174 | 82,376 | |
Debt discount recognized in connection with ssuance of common stock as additional consideration for a $50,000 loan | 47,872 | ||
Receipt of note receivable | [5] | $ 39,000 | |
[1] | Gain on sale of 50% interest in Stock Market Manager, Inc. | ||
[2] | Cash received from acquisition of Prosperity Systems, Inc. | ||
[3] | Investment in Stock Market Manager, Inc. | ||
[4] | Issuance of common stock for acquisition of Prosperity Systems, Inc. (less $563 cash received) | ||
[5] | Receipt of note receivable in connection with sale of 50% interest in Stock Market Manager, Inc. |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
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), WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), 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. After the acquisition of Prosperity, the Company transferred Prosperity's operations to WRAP and is presently in the process of dissolving Prosperity. 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 | 12 Months Ended |
Dec. 31, 2016 | |
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 December 31, 2016, the Company had cash and cash equivalents of $30,193 and a working capital deficit of $605,131. For the years ended December 31, 2016 and 2015, the Company had net losses of $665,050 and $3,591,723, respectively. 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, on January 23, 2017 (see Note 15), the Company entered into an agreement to acquire an entity in the business of manufacturing and distributing products containing the cannabinoid CBD, extracted from industry hemp legally imported from overseas. However, there are certain conditions precedent to closing of this transaction and it may not occur. 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 | 12 Months Ended |
Dec. 31, 2016 | |
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) 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. (c) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, note receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the note receivable, 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. Based on comparable instruments with similar terms, the fair value of the note receivable approximates its carrying value. Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (d) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. (e) 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. (f) 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. (g) 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. (h) 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. (i) 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. (j) 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. In accordance with ASC 505-50, the Company determines the fair value of the stock based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterpartv's performance is complete. Options and warrants The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. (k) Advertising Advertising costs are expensed as incurred and amounted to $11,901 and $15,652 for the years ended December 31, 2016 and 2015, respectively. (l) Research and Development Research and development costs are expensed as incurred. (m) 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. (n) 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 convertible notes payable, Series A preferred stock and stock options outstanding (see Notes 8, 9 and 11). (o) 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. These include: In August 2014, the FASB issued ASU 2014-15 "Disclosure about an Entity's Ability to Continue as a Going Concern". The update establishes management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern including related disclosures. In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. The impact on the Company's financial statements has not yet been determined. (p) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company's previously reported net income. |
Note 4 - Acquisition of Prosper
Note 4 - Acquisition of Prosperity Systems, Inc. | 12 Months Ended |
Dec. 31, 2016 | |
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 10). 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 15,436 Prepaid expenses 5,594 Property and equipment, net 1,026 Intangible assets, net 29,947 Deferred consulting fees 35,838 Total assets 88,404 Note and loan payable to related party 37,270 Convertible notes payable 30,000 Accounts payable 10,462 Accrued interest payable 5,839 Total liabilities 83,571 Identifiable net assets $ 4,833 Goodwill of $1,994,641 (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 $4,833 identifiable net assets of Prosperity at January 5, 2015) was considered fully impaired at the acquisition date and an impairment expense of $1,994,641 was recorded in the three months ended March 31, 2015. The following pro forma information summarizes the results of operations for the year ended December 31, 2015 as if the acquisition occurred at December 31, 2014. The pro forma information is not necessarily indicative of the results that would have been reported had the transaction actually occurred on December 31, 2014, nor is it intended to project results of operations for any future period. Year Ended December 31, 2015 Revenues $ 110,431 Operating expense 1,684,714 Loss from Operations (1,574,283) Other income (loss) - net (22,799) Net loss $ (1,597,082) Net loss per common share – basic and diluted $ (.01) Weighted average common shares outstanding – basic and diluted 215,868,057 |
Note 5 - Note Receivable
Note 5 - Note Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 5 - Note Receivable | NOTE 5 – Note Receivable The $39,000 note receivable at December 31, 2016 bears interest at a rate of 3% per annum and is due November 30, 2020. The receivable arose from the Company’s sale of its 50% interest in Stock Market Manager, Inc. to Endeavour Cooperative Partners, LLC (“Endeavour”) on November 30, 2015. Endeavour is affiliated with Carl Dilley, a company director. |
Note 6 - Intangible Assets, Net
Note 6 - Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 6 - Intangible Assets, Net | NOTE 6 – Intangible Assets, Net Intangible assets, net, consist of: December 31, 2016 2015 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Other 3,548 3,548 Total 60,428 60,428 Accumulated amortization (34,947) (30,973) Net $ 25,481 $ 29,455 Expected future amortization expense for intangible assets as of December 31, 2016 follows: Amount 2017 $ 3,975 2018 3,975 2019 3,975 2020 3,975 2021 3,975 Thereafter 5,606 Total $ 25,481 |
Note 7 - Deferred Consulting Fe
Note 7 - Deferred Consulting Fees | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 7 - Deferred Consulting Fees | NOTE 7 – Deferred Consulting Fees For the year ended December 31, 2015, 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 from March 23, 2012 to March 23, 2015 ($110,000), less $101,662 expensed through December 31, 2014 $ 8,338 Prosperity shares issued to Ken Echevaria pursuant to Business Consulting Agreements ($110,000), less $82,500 expensed through December 31, 2014 27,500 Total 35,838 (35,838) $ - |
Note 8 - Notes and Loans Payabl
Note 8 - Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 8 - Notes and Loans Payable | NOTE 8 – Notes and Loans Payable Notes and loans payable consist of: December 31, 2016 December 31, 2015 Convertible note payable to lender dated February 1, 2016 (as amended December 21, 2016), interest at 12% per annum, due February 1, 2017, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $11,429 $ 3,571 $ - Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to November 22, 2016, interest at rates ranging from 12% to 14.99% per annum, due from March 15. 2017 to August 30, 2017, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $34,411 39,839 - Convertible notes payable to lender dated February 1, 2016 (as amended December 21, 2016) and December 21, 2016, interest at 12% per annum, due February 1, 2017 and May 20, 2017, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $58,095 6,905 - Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due) 5,000 5,000 Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the Chairman of the Board of Directors of the Company, non-interest bearing, due on demand 3,000 3,000 Total $ 58,315 $ 8,000 The note payable of $15,000 ($3,571 net of unamortized discount) dated February 1, 2016 was due to the brother of the Chief Executive Officer of the Company and was converted into shares of common stock on February 13, 2017 (see Note 15). The derivative liability of the convertible notes payable at December 31, 2016 consisted of: Face Value Derivative Liability Convertible note payable to lender dated February 1, 2016 (as amended December 21, 2016), due February 1, 2017 $ 15,000 $ 31,429 Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to November 22, 2016, due from March 15. 2017 to August 30, 2017 74,250 171,841 Convertible notes payable to lender dated February 1, 2016 (as amended December 21, 2016) and December 21, 2016, due February 1, 2017 and May 20, 2017 65,000 149,418 Totals $ 154,250 $ 352,688 The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates (or amendment dates) of the notes ($629,828 total for the year ended December 31, 2016) and charged the applicable amounts to debt discounts ($154,250 total for the year ended December 31, 2016) and the remainder to other expense ($475,578 total for the year ended December 31, 2016). The increase (decrease) in the fair value of the derivative liability from the respective issuance dates (or amendment dates) of the notes to the measurement date ($277,140 total decrease for the year ended December 31, 2016) is charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model. Assumptions used for the calculations of the derivative liability of the notes at December 31, 2016 include (1) stock price of $0.029 per share, (2) exercise price of $0.01 per share, (3) terms ranging from 32 days to 242 days, (4) expected volatility of 243% and (5) risk free interest rates ranging from 0.46% to 0.65%. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Preferred Stock | NOTE 9 – Preferred Stock On October 29, 2015, the Company issued a total of 10 shares of WRAP Series A Preferred Stock (5 shares to MWL and 5 shares to Marco Alfonsi) in exchange for the retirement of a total of 100,000,000 shares of WRAP common stock (50,000,000 shares from MWL and 50,000,000 shares from Marco Alfonsi). Each share of Series A Preferred Stock is convertible into 10,000,000 shares of WRAP common stock and is entitled to 20,000,000 votes. |
Note 10 - Common Stock
Note 10 - Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 10 - Common Stock | NOTE 10 – Common Stock 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. 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 then Board of Directors (1,000,000 shares each) and the four members of the then 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 $240,000 to officers and directors compensation and $160,000 to consulting fees in the three months ended March 31, 2015. On June 14, 2015 (see Note 13), 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 $510,000 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. $60,000 of the $90,000 fair value of the 400,000 shares of WRAP common stock was charged to consulting fees in the six months ended December 31, 2015 and $30,000 was charged to consulting fees in the three months ended March 31, 2016. 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 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 was amortized over the term of the Note in 2015. On December 30, 2015, the Company issued 150,000 shares of WRAP common stock to an entity for accounting services rendered. The $15,000 fair value of the 150,000 shares of WRAP common stock was charged to other operating expenses in the three months ended December 31, 2015. On January 2, 2016, the Company issued 104,500 shares of WRAP common stock to a technical consultant in satisfaction of a $12,864 account payable to that vendor. On March 9, 2016, the Company issued 140,000 shares of WRAP common stock to a technical consultant in satisfaction of a $8,693 account payable to that vendor. On October 6, 2016, the Company issued 400,000 shares of WRAP common stock to a technical consultant in satisfaction of a $25,617 account payable to that vendor. |
Note 11 - Stock Options and War
Note 11 - Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 11 - Stock Options and Warrants | NOTE 11 – Stock Options and Warrants A summary of stock options and warrants activity follows: Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2014 200,000 307,500 507,500 Granted in 2015 - - - Cancelled in 2015 - - - Balance, December 31, 2015 200,000 307,500 507,500 Granted in 2016 - - - Expired in 2016 (150,000) (60,000) (210,000) Balance, December 31, 2016 50,000 247,500 297,500 Issued and outstanding stock options as of December 31, 2016 consist of: Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2009 50,000 $ 1.00 2019 Total 50,000 Issued and outstanding warrants as of December 31, 2016 consist of: Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2010 247,500 $ 1.00 2020 Total 247,500 |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 12 - Income Taxes | NOTE 12 – 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: Year Ended December 31, 2016 2015 Expected income tax (benefit) at 35% $ (232,768) $ (1,257,103) Non-deductible stock-based compensation 10,500 421,152 Non-deductible impairment of goodwill - 698,124 Non-deductible amortization of debt discounts 17,610 16,755 Non-deductible expense from derivative liability 69,453 - Increase in deferred income tax assets valuation allowance 135,205 121,072 Provision for (benefit from) income taxes $ - $ - Deferred income tax assets consist of: December 31, 2016 2015 Net operating loss carryforward 1,220,479 1,085,274 Valuation allowance (1,220,479) (1,085,274) 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 $1,220,479 attributable to the future utilization of the $3,476,504 net operating loss carryforward as of December 31, 2016 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at December 31, 2016. 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, 2035 and 2036 in the amount of $1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, $338,345, and $386,297 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. The Company’s U.S. Federal and state income tax returns prior to 2012 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2012 tax year returns expired in March 2016. The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no interest or penalties paid during 2016 and 2015. |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 13 - Commitments and Contingencies | NOTE 13 – 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 cash compensation of $5,000 per month (increased to $6,000 per month in August 2015). Pursuant to the agreement, the Company issued 10,000,000 restricted shares of WRAP common stock to Alfonsi on June 14, 2015 (see Note 10). 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. Effective August 17, 2016, the agreement terminated. Lease Agreements 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. The Company has continued to occupy this space after November 30, 2015 under a month to month arrangement at $2,500 per month. 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. 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. The lease also provides for additional rent based on increases in base year operating expenses and real estate taxes. Rent expense for the years ended December 31, 2016 and 2015 was $65,060 and $38,765, respectively. At December 31, 2016, the future minimum lease payments under non-cancellable operating leases were: Year ended December 31, 2017 36,472 Year ended December 31, 2018 27,900 Total $ 64,372 Major Customers For the year ended December 31, 2016, three customers accounted for approximately 36%, 30% and 11%, respectively, of total revenues. For the year ended December 31, 2015, two customers accounted for approximately 34% and 28%, respectively, of total revenues. Public Offering of Units On August 2, 2016, the Company’s Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission. On a self-underwritten basis, the Company is offering up to 40,000,000 Units at a price of $0.05 per Unit or $2,000,000 maximum. Each Unit consists of one share of Company common stock and one warrant to purchase ½ share of Company common stock at a price of $0.10 per share for a period of three years. There is no minimum offering amount or escrow required as a condition to closing and the Company may sell significantly fewer Units than those offered. The offering will terminate on August 2, 2018 unless earlier terminated or extended by the Company’s filing of an amendment to the Registration Statement. To date, no Units have been sold. Litigation On November 25, 2016, the landlord under the lease agreement dated September 11, 2015 (“QPR”) served us a Notice of Default. On December 5, 2016, QPR filed a Petition to Recover Possession of Real Property seeking unpaid rent of $12,540 (as of November 21, 2016) and possession of the premises. The Company has subsequently made payments to QPR and presently is in discussions with QPR to dismiss the action. |
Note 14 - Related Party Transac
Note 14 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 14 - Related Party Transactions | NOTE 14 – Related Party Transactions ProAdvanced Group, Inc. (“PAG”), an entity controlled by the Company’s chief executive officer, is a customer of WRAP. At December 31, 2016, WRAP had an account receivable from PAG of $3,190. For the year ended December 31, 2016, WRAP had revenues from PAG of $10,879. Island Stock Transfer (“IST”), an entity controlled by Carl Dilley, a Company director, is both a customer and vendor of WRAP. As of December 31, 2016, WRAP had an account receivable from IST of $900 and an account payable to IST of $1,462. For the year ended December 31, 2016, WRAP had revenues from IST of $3,600. Stock Market Manager, Inc. (see Note 5) is also an entity controlled by Mr. Dilley. At December 31, 2016, WRAP had an account payable to Stock Market Manager Inc. of $2,000. |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 15 - Subsequent Events | NOTE 15 – Subsequent Events On January 13, 2017, the Company entered into a Joint Venture Agreement (the “JV Agreement”) with Health Max Group, Inc. (‘Health Max”), a Washington corporation. The JV Agreement provides for the Company and Health Max to create and develop a software tracking system whereby a cannabis can be tracked from seed to sale. The JV Agreement provides for the splitting of revenues on a 50/50 basis once software is finalized and commercially viable. On January 23, 2017, the Company entered into a share purchase agreement ( the “SPA”) with Health Max and the shareholders of Health Max. Under the SPA, the Company was to acquire all of the issued and outstanding common stock of Health Max in exchange for the Company’s issuance of a total of 700 shares (of the 1,000 shares to be authorized and designated) of WRAP Series B Preferred Stock to the shareholders of Health Max. The 1,000 shares of Series B Preferred Stock were to be convertible into an aggregate of 87.5% of WRAP’s issued and outstanding common shares calculated on a fully diluted basis as of the closing of the Health Max acquisition, with no other rights or privileges. The SPA also provided for the Company’s chief executive officer Marco Alfonsi to be given a three year employment agreement and 100 shares of WRAP Series B Preferred Stock. Subject to the satisfaction or waiver of conditions precedent to closing (including Health Max’s completion of audited financial statements), the closing of the transaction was to take place no later than 70 days from the January 23, 2017 date of the SPA. On April 6, 2017, the Company notified Health Max that the SPA was terminated. On February 2, 2017, the Company issued 200,000 shares of WRAP common stock to a financial consultant for services rendered. The $11,000 fair value of the 200,000 shares of WRAP common stock will be charged to consulting fees in the three months ended March 31, 2017. On February 13, 2017, the Company issued 1,685,900 shares of WRAP common stock to the brother of the Chief Executive Officer of the Company in satisfaction of notes payable of $15,000 and accrued interest payable of $1,859. On February 27, 2017, the Company issued a $9,500 Convertible Promissory Note to a lender for loan proceeds of $9,500. The note bears interest at a rate of 12% per annum, is due on July 28, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date. On March 16, 2017, the Company issued a $50,000 Promissory Note to a lender for loan proceeds of $50,000 The note bears interest at a rate of 14.99% per annum (17% per annum default rate) and is due on September 16, 2017. On March 22, 2017, the Company issued 6,785,316 shares of WRAP common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $5,979. In accordance with FASB ASC 855, Subsequent Events |
Note 3 - Summary of Significa22
Note 3 - Summary of Significant Accounting Policies: (a) Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 Significa23
Note 3 - Summary of Significant Accounting Policies: (b) Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(b) Use of Estimates | (b) 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 Significa24
Note 3 - Summary of Significant Accounting Policies: (c) Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(c) Fair Value of Financial Instruments | (c) Fair Value of Financial Instruments The CompanyÂ’s financial instruments consist of cash and cash equivalents, accounts receivable, note receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the note receivable, 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. Based on comparable instruments with similar terms, the fair value of the note receivable approximates its carrying value. Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrumentÂ’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Note 3 - Summary of Significa25
Note 3 - Summary of Significant Accounting Policies: (d) Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(d) Cash and Cash Equivalents | (d) 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 Significa26
Note 3 - Summary of Significant Accounting Policies: (e) Property and Equipment, Net (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(e) Property and Equipment, Net | (e) 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 Significa27
Note 3 - Summary of Significant Accounting Policies: (f) Intangible Assets, Net (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(f) Intangible Assets, Net | (f) 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 Significa28
Note 3 - Summary of Significant Accounting Policies: (g) Goodwill and Intangible Assets With Indefinite Lives (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(g) Goodwill and Intangible Assets With Indefinite Lives | (g) 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 Significa29
Note 3 - Summary of Significant Accounting Policies: (h) Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(h) Long-lived Assets | (h) 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 Significa30
Note 3 - Summary of Significant Accounting Policies: (i) Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(i) Revenue Recognition | (i) 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 Significa31
Note 3 - Summary of Significant Accounting Policies: (j) Stock-based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(j) Stock-based Compensation | (j) 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. In accordance with ASC 505-50, the Company determines the fair value of the stock based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterpartv's performance is complete. Options and warrants The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. |
Note 3 - Summary of Significa32
Note 3 - Summary of Significant Accounting Policies: (k) Advertising (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(k) Advertising | (k) Advertising Advertising costs are expensed as incurred and amounted to $11,901 and $15,652 for the years ended December 31, 2016 and 2015, respectively. |
Note 3 - Summary of Significa33
Note 3 - Summary of Significant Accounting Policies: (l) Research and Development (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(l) Research and Development | (l) Research and Development Research and development costs are expensed as incurred. |
Note 3 - Summary of Significa34
Note 3 - Summary of Significant Accounting Policies: (m) Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(m) Income Taxes | (m) 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 Significa35
Note 3 - Summary of Significant Accounting Policies: (n) Net Income (loss) Per Common Share (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(n) Net Income (loss) Per Common Share | (n) 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 convertible notes payable, Series A preferred stock and stock options outstanding (see Notes 8, 9 and 11). |
Note 3 - Summary of Significa36
Note 3 - Summary of Significant Accounting Policies: (o) Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(o) Recent Accounting Pronouncements | (o) 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. These include: In August 2014, the FASB issued ASU 2014-15 "Disclosure about an Entity's Ability to Continue as a Going Concern". The update establishes management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern including related disclosures. In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. The impact on the Company's financial statements has not yet been determined. |
Note 3 - Summary of Significa37
Note 3 - Summary of Significant Accounting Policies: (p) Reclassifications (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
(p) Reclassifications | (p) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company's previously reported net income. |
Note 4 - Acquisition of Prosp38
Note 4 - Acquisition of Prosperity Systems, Inc.: Schedule of Business Acquisitions, by Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Business Acquisitions, by Acquisition | Cash and cash equivalents $ 563 Accounts receivable 15,436 Prepaid expenses 5,594 Property and equipment, net 1,026 Intangible assets, net 29,947 Deferred consulting fees 35,838 Total assets 88,404 Note and loan payable to related party 37,270 Convertible notes payable 30,000 Accounts payable 10,462 Accrued interest payable 5,839 Total liabilities 83,571 Identifiable net assets $ 4,833 |
Note 4 - Acquisition of Prosp39
Note 4 - Acquisition of Prosperity Systems, Inc.: Schedule of Product Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Product Information | Year Ended December 31, 2015 Revenues $ 110,431 Operating expense 1,684,714 Loss from Operations (1,574,283) Other income (loss) - net (22,799) Net loss $ (1,597,082) Net loss per common share – basic and diluted $ (.01) Weighted average common shares outstanding – basic and diluted 215,868,057 |
Note 6 - Intangible Assets, N40
Note 6 - Intangible Assets, Net: Schedule of Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Intangible Assets and Goodwill | December 31, 2016 2015 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Other 3,548 3,548 Total 60,428 60,428 Accumulated amortization (34,947) (30,973) Net $ 25,481 $ 29,455 |
Note 6 - Intangible Assets, N41
Note 6 - Intangible Assets, Net: Schedule of Expected Amortization Text Block (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Expected Amortization Text Block | Amount 2017 $ 3,975 2018 3,975 2019 3,975 2020 3,975 2021 3,975 Thereafter 5,606 Total $ 25,481 |
Note 8 - Notes and Loans Paya42
Note 8 - Notes and Loans Payable: Schedule of Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Notes and Loans Payable | December 31, 2016 December 31, 2015 Convertible note payable to lender dated February 1, 2016 (as amended December 21, 2016), interest at 12% per annum, due February 1, 2017, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $11,429 $ 3,571 $ - Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to November 22, 2016, interest at rates ranging from 12% to 14.99% per annum, due from March 15. 2017 to August 30, 2017, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $34,411 39,839 - Convertible notes payable to lender dated February 1, 2016 (as amended December 21, 2016) and December 21, 2016, interest at 12% per annum, due February 1, 2017 and May 20, 2017, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $58,095 6,905 - Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due) 5,000 5,000 Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the Chairman of the Board of Directors of the Company, non-interest bearing, due on demand 3,000 3,000 Total $ 58,315 $ 8,000 |
Note 11 - Stock Options and W43
Note 11 - Stock Options and Warrants: Schedule of Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Stockholders Equity | Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2014 200,000 307,500 507,500 Granted in 2015 - - - Cancelled in 2015 - - - Balance, December 31, 2015 200,000 307,500 507,500 Granted in 2016 - - - Expired in 2016 (150,000) (60,000) (210,000) Balance, December 31, 2016 50,000 247,500 297,500 |
Note 11 - Stock Options and W44
Note 11 - Stock Options and Warrants: Schedule of Issued and Oustanding Stock Options Text Block (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Issued and Oustanding Stock Options Text Block | Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2009 50,000 $ 1.00 2019 Total 50,000 |
Note 11 - Stock Options and W45
Note 11 - Stock Options and Warrants: Schedule of Issued and Oustanding Warrants Text Block (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Issued and Oustanding Warrants Text Block | Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2010 247,500 $ 1.00 2020 Total 247,500 |
Note 12 - Income Taxes_ Schedul
Note 12 - Income Taxes: Schedule of Share-based Compensation, Activity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Activity | Year Ended December 31, 2016 2015 Expected income tax (benefit) at 35% $ (232,768) $ (1,257,103) Non-deductible stock-based compensation 10,500 421,152 Non-deductible impairment of goodwill - 698,124 Non-deductible amortization of debt discounts 17,610 16,755 Non-deductible expense from derivative liability 69,453 - Increase in deferred income tax assets valuation allowance 135,205 121,072 Provision for (benefit from) income taxes $ - $ - |
Note 12 - Income Taxes_ Sched47
Note 12 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2016 2015 Net operating loss carryforward 1,220,479 1,085,274 Valuation allowance (1,220,479) (1,085,274) Net $ - $ - |
Note 2 - Going Concern Uncert48
Note 2 - Going Concern Uncertainty (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jan. 05, 2015 | |
Details | |||
Cash Equivalents, at Carrying Value | $ 30,193 | $ 563 | |
Working Capital | 605,131 | ||
Net loss | $ 665,050 | $ 3,591,723 |
Note 3 - Summary of Significa49
Note 3 - Summary of Significant Accounting Policies: (k) Advertising (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Advertising expense | $ 11,901 | $ 15,652 |
Note 4 - Acquisition of Prosp50
Note 4 - Acquisition of Prosperity Systems, Inc.: Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 05, 2015 |
Details | |||
Cash Equivalents, at Carrying Value | $ 30,193 | $ 563 | |
Accounts Receivable, Net | 15,436 | ||
Prepaid Expense, Current | 5,594 | ||
Property, Plant and Equipment, Net | 1,026 | ||
Other Intangible Assets, Net | 29,947 | ||
Deferred Consulting Fees | 35,838 | ||
TOTAL CURRENT ASSETS | 46,435 | $ 82,517 | 88,404 |
Notes Payable, Related Parties | 37,270 | ||
Convertible Debt, Current | 30,000 | ||
Accounts Payable, Current | 10,462 | ||
Accounts Payable and Accrued Liabilities, Current | 5,839 | ||
Total current liabilities and total liabilities | $ 651,566 | $ 77,013 | 83,571 |
Identifiable Net Assets | $ 4,833 |
Note 4 - Acquisition of Prosp51
Note 4 - Acquisition of Prosperity Systems, Inc. (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Impairment of goodwill | $ 1,994,641 | $ 1,994,641 |
Note 4 - Acquisition of Prosp52
Note 4 - Acquisition of Prosperity Systems, Inc.: Schedule of Product Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Revenues | $ 95,145 | $ 110,431 |
TOTAL OPERATING EXPENSES | 506,693 | 1,684,714 |
Loss from operations | $ (411,548) | (1,574,283) |
Other Nonoperating Income | (22,799) | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (1,597,082) | |
Earnings Per Share, Basic | $ (0.01) | |
Weighted Average Number of Shares Outstanding, Basic | 215,868,057 |
Note 5 - Note Receivable (Detai
Note 5 - Note Receivable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Note receivable | $ 39,000 | $ 39,000 |
Endeavour Cooperative Partners, LLC | ||
Note receivable | $ 39,000 | |
Accounts Payable, Interest-bearing, Interest Rate | 3.00% |
Note 6 - Intangible Assets, N54
Note 6 - Intangible Assets, Net: Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Patents, Gross | $ 6,880 | $ 6,880 |
Other Finite-Lived Intangible Assets, Gross | 3,548 | 3,548 |
Total Intangible Assets net | 60,428 | 60,428 |
Accumulated Amortization of Intangible Assets | (34,947) | (30,973) |
Intangible Assets net | 25,481 | 29,455 |
Video Conferencing Software | ||
Capitalized Computer Software, Gross | 30,000 | 30,000 |
Enterprise and Audit Software | ||
Capitalized Computer Software, Gross | $ 20,000 | $ 20,000 |
Note 6 - Intangible Assets, N55
Note 6 - Intangible Assets, Net: Schedule of Expected Amortization Text Block (Details) | Dec. 31, 2016USD ($) |
2,017 | |
Expected Future Amortization Expense | $ 3,975 |
2,018 | |
Expected Future Amortization Expense | 3,975 |
2,019 | |
Expected Future Amortization Expense | 3,975 |
2,020 | |
Expected Future Amortization Expense | 3,975 |
2,021 | |
Expected Future Amortization Expense | 3,975 |
Thereafter | |
Expected Future Amortization Expense | 5,606 |
Total | |
Expected Future Amortization Expense | $ 25,481 |
Note 8 - Notes and Loans Paya56
Note 8 - Notes and Loans Payable: Schedule of Notes and Loans Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes payable dated February 1, 2016, interest at 12% per annum, due February 1, 2017 | ||
Notes Payable | $ 3,571 | |
Notes payable dated March 15, 2016, interest at 14.99% per annum, due March 24, 2017 | ||
Notes Payable | 39,839 | |
Convertible Notes Payable to Lender dates February 1, 2016 and December 21, 2016, interest at 12% per annum, due February 1, 2017 and May 20, 2017 | ||
Notes Payable | 6,905 | |
Convertible note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 | ||
Notes Payable | 5,000 | $ 5,000 |
Loan payable to Mckenzie Webster Limited ("MWL"), an entity controlled by the Chairman of the Board of Directors of the Company, non-interest bearing, due on demand | ||
Notes Payable | 3,000 | 3,000 |
Total | ||
Notes Payable | $ 58,315 | $ 8,000 |
Preferred Stock (Details)
Preferred Stock (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 29, 2015 |
Details | |||
Preferred Stock, Shares Issued | 10 | 10 | 10 |
Convertible Preferred Stock, Shares Issued upon Conversion | 10,000,000 |
Note 10 - Common Stock (Details
Note 10 - Common Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Mar. 09, 2016 | Jan. 02, 2016 | Dec. 30, 2015 | Nov. 16, 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 | ||
Common Stock, Shares Issued | 145,363,750 | 146,008,250 | 145,363,750 | ||||||||||||||||||||
Accounts Payable, Current | $ 10,462 | ||||||||||||||||||||||
Professional fees | [1] | $ 47,207 | $ 90,735 | ||||||||||||||||||||
Common Stock, Par Value | |||||||||||||||||||||||
Notes Payable, Related Parties | $ 37,270 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Salaries, Wages and Officers' Compensation | $ 510,000 | ||||||||||||||||||||||
Mckenzie Webster Limited | |||||||||||||||||||||||
Shares Retired | 70,166,750 | ||||||||||||||||||||||
Investor 1 | |||||||||||||||||||||||
Common Stock, Shares Issued | 50,000 | 117,500 | |||||||||||||||||||||
Loans Payable | $ 25,000 | ||||||||||||||||||||||
Accrued Interest | $ 4,375 | ||||||||||||||||||||||
Professional fees | $ 14,995 | ||||||||||||||||||||||
Common Stock Shares Sold | 1,000,000 | ||||||||||||||||||||||
Common Stock, Par Value | $ 0.10 | ||||||||||||||||||||||
Proceeds | $ 100,000 | ||||||||||||||||||||||
Board of Directors | |||||||||||||||||||||||
Common Stock, Shares Issued | 5,000,000 | ||||||||||||||||||||||
Salaries, Wages and Officers' Compensation | $ 400,000 | ||||||||||||||||||||||
Vendor | |||||||||||||||||||||||
Common Stock, Shares Issued | 1,600,000 | ||||||||||||||||||||||
Accounts Payable, Current | $ 82,376 | ||||||||||||||||||||||
Two Consultants | |||||||||||||||||||||||
Common Stock, Shares Issued | 1,200,000 | ||||||||||||||||||||||
Professional fees | 60,000 | ||||||||||||||||||||||
Consultant for Services | |||||||||||||||||||||||
Common Stock, Shares Issued | 430,000 | ||||||||||||||||||||||
Professional fees | 107,457 | ||||||||||||||||||||||
Non US Invidividual Investor | |||||||||||||||||||||||
Common Stock Shares Sold | 1,000,000 | ||||||||||||||||||||||
Common Stock, Par Value | $ 0.10 | ||||||||||||||||||||||
Proceeds | $ 100,000 | ||||||||||||||||||||||
Non US Entity Investor | |||||||||||||||||||||||
Common Stock Shares Sold | 1,000,000 | ||||||||||||||||||||||
Common Stock, Par Value | $ 0.10 | ||||||||||||||||||||||
Proceeds | $ 100,000 | ||||||||||||||||||||||
Consultant for Services 2 | |||||||||||||||||||||||
Common Stock, Shares Issued | 400,000 | ||||||||||||||||||||||
Professional fees | $ 90,000 | ||||||||||||||||||||||
Bridge Loan Financing Agreement | |||||||||||||||||||||||
Common Stock, Shares Issued | 5,000,000 | ||||||||||||||||||||||
Notes Payable, Related Parties | $ 50,000 | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 47,872 | ||||||||||||||||||||||
Accounting Services | |||||||||||||||||||||||
Common Stock, Shares Issued | 150,000 | ||||||||||||||||||||||
Professional fees | $ 15,000 | ||||||||||||||||||||||
Technical Consultant | |||||||||||||||||||||||
Common Stock, Shares Issued | 400,000 | 140,000 | 104,500 | ||||||||||||||||||||
[1] | including stock-based compensation of $0 and $15,000, respectively. |
Note 11 - Stock Options and W59
Note 11 - Stock Options and Warrants: Schedule of Stockholders Equity (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 50,000 | 200,000 |
Share Based Compensation Arrangement by Share Based Payment Award Options, Cancelled | (150,000) | |
Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 247,500 | 307,500 |
Share Based Compensation Arrangement by Share Based Payment Award Options, Cancelled | (60,000) | |
Total | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 297,500 | 507,500 |
Share Based Compensation Arrangement by Share Based Payment Award Options, Cancelled | (210,000) |
Note 11 - Stock Options and W60
Note 11 - Stock Options and Warrants: Schedule of Issued and Oustanding Stock Options Text Block (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
2009 Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 2019 years |
Total 2 Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 50,000 |
Note 11 - Stock Options and W61
Note 11 - Stock Options and Warrants: Schedule of Issued and Oustanding Warrants Text Block (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
2010 Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 247,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 2020 years |
Total Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 247,500 |
Note 12 - Income Taxes_ Sched62
Note 12 - Income Taxes: Schedule of Share-based Compensation, Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Income Tax Expense (Benefit) | $ (232,768) | $ (1,257,103) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | 10,500 | 421,152 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 698,124 | |
Non-deductible Amortization of Debt Discounts | 17,610 | 16,755 |
Non-deductible Expense From Derivative Liability | 69,453 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 135,205 | $ 121,072 |
Note 12 - Income Taxes_ Sched63
Note 12 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Operating Loss Carryforwards | $ 1,220,479 | $ 1,085,274 |
Deferred Tax Assets, Valuation Allowance | $ (1,220,479) | $ (1,085,274) |
Note 13 - Commitments and Con64
Note 13 - Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 14, 2018 | Dec. 31, 2017 | Sep. 14, 2017 | Dec. 31, 2016 | Sep. 12, 2016 | Dec. 31, 2015 | Dec. 02, 2015 | Aug. 17, 2015 | May 14, 2015 | |
Rent expense | $ 27,900 | $ 3,100 | $ 36,472 | $ 3,009 | $ 65,060 | $ 2,922 | $ 38,765 | $ 2,500 | ||
Marco Alfonsi | ||||||||||
Employee Cash Compensation | $ 5,000 | |||||||||
Romauld Stone | ||||||||||
Employee Cash Compensation | $ 12,500 |