Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'IRONSTONE GROUP INC | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 2,191,691 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000723269 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
ASSETS: | ' | ' | |
Cash | $48,183 | $242,443 | [1] |
Investments: | ' | ' | |
Non-marketable securities | 2,674,677 | 2,001,919 | [1] |
Total Assets | 3,574,282 | 3,201,614 | [1] |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' | |
Line of credit borrowings | 350,000 | 350,000 | [1] |
Accounts payable and accrued expenses | 9,016 | 17,895 | [1] |
Advances for future stock issuance | ' | 230,000 | [1] |
Note payable, net of discount | 1,181,051 | 1,102,580 | [1] |
Note payable - related party | 182,000 | 182,000 | [1] |
Total Liabilities | 1,742,737 | 1,892,595 | [1] |
Stockholders' equity | ' | ' | |
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding | ' | ' | [1] |
Common stock, $0.01 par value, 25,000,000 shares authorized, of which 2,618,500 shares are issued and outstanding as of December 31, 2013; 2,937,225 shares are issued and outstanding as of September 30, 2014 | 29,372 | 26,185 | [1] |
Additional paid-in capital | 21,813,199 | 21,564,850 | [1] |
Accumulated deficit | -21,776,266 | -21,580,341 | [1] |
Accumulated other comprehensive income | 2,287,814 | 1,820,899 | [1] |
2,354,119 | 1,831,593 | [1] | |
Less: Treasury stock, 745,536 shares at cost | -522,574 | -522,574 | [1] |
Total Stockholders' equity | 1,831,545 | 1,309,019 | [1] |
Total Liabilities and stockholders' equity | 3,574,282 | 3,201,614 | [1] |
Marketable Securities [Member] | ' | ' | |
Investments: | ' | ' | |
Marketable securities | 13,260 | 12,480 | [1] |
Marketable Securities Related Party [Member] | ' | ' | |
Investments: | ' | ' | |
Marketable securities | 838,162 | 944,772 | [1] |
Related Party [Member] | ' | ' | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' | |
Interest payable - related party | $20,670 | $10,120 | [1] |
[1] | Derived from the Company's audited consolidated financial statements |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
Preferred stock, par value (in Dollars per share) | $0.01 | $0.01 | [1] |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | [1] |
Preferred stock, issued shares | 0 | 0 | [1] |
Preferred stock, outstanding shares | 0 | 0 | [1] |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 | [1] |
Common stock, shares authorized | 25,000,000 | 25,000,000 | [1] |
Common stock, shares are issued | 2,937,225 | 2,618,500 | [1] |
Common stock, outstanding | 2,937,225 | 2,618,500 | [1] |
Treasury Stock, shares | 745,536 | 745,536 | [1] |
[1] | Derived from the Company's audited consolidated financial statements |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Operating expenses: | ' | ' | ' | ' |
Professional fees | $20,550 | $13,800 | $59,268 | $34,105 |
State filing fee | -2,970 | ' | 5,270 | 7,000 |
Stock-based compensation | 6,471 | 774 | 21,533 | 4,644 |
General and administrative expenses | 510 | 590 | 545 | 790 |
Total operating expenses | 24,561 | 15,164 | 86,616 | 46,539 |
Loss from operations | -24,561 | -15,164 | -86,616 | -46,539 |
Other expense: | ' | ' | ' | ' |
Interest expense | -33,863 | -30,637 | -98,759 | -89,299 |
Interest expense to related party | -3,555 | -2,112 | -10,550 | -5,116 |
Net loss | -61,979 | -47,913 | -195,925 | -140,954 |
COMPREHENSIVE INCOME (LOSS), NET OF TAX: | ' | ' | ' | ' |
Unrealized holding gain arising during the period | 1,034,356 | 1,170 | 466,915 | 9,619 |
Comprehensive income (loss) | $972,377 | ($46,743) | $270,990 | ($131,335) |
Basic and diluted loss per share | ' | ' | ' | ' |
Net loss per share (in Dollars per share) | ($0.03) | ($0.02) | ($0.09) | ($0.05) |
Weighted average shares outstanding (in Shares) | 2,191,689 | 2,618,500 | 2,189,282 | 2,618,500 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | |
Net Loss | ($195,925) | ($140,954) | |
Adjustments to reconclie net loss to net cash used in operating activities: | ' | ' | |
Accretion of discount on notes payable | 8,340 | 4,170 | |
Stock-based compenstion amortization | 21,533 | 4,644 | |
Pay-in-kind interest added to principal | 70,133 | ' | |
Accounts payable and accrued expenses | -8,879 | 72,500 | |
Interest payable - related party | 10,550 | 5,166 | |
Net cash used in operating activites | -94,248 | -54,474 | |
Purchase of non-marketable securities | -100,012 | ' | |
Net cash used in investing activites | -100,012 | ' | |
Note payable to related party | ' | 52,000 | |
Net cash provided by financing activites | ' | 52,000 | |
Net decrease in cash | -194,260 | -2,474 | |
Cash at beginning of period | 242,443 | [1] | 3,378 |
Cash at end of period | 48,183 | 904 | |
Supplemental disclosure of cash flow information: | ' | ' | |
Cash paid during the period for interest | 20,362 | 20,362 | |
Supplemental noncash investing and financing activities: | ' | ' | |
Net unrealized gain on marketable and non-marketable investments | 466,915 | ' | |
Conversion of advance to common stock | $230,000 | ' | |
[1] | Derived from the Company's audited consolidated financial statements |
Note_1_Business_and_Summary_of
Note 1 - Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Business Activities | |
Ironstone Group, Inc. and subsidiaries have no operations but are seeking appropriate business combination opportunities. Ironstone Group, Inc., (“Ironstone” or the “Company”) is a Delaware corporation that was incorporated in 1972. | |
Principles of Consolidation | |
The accompanying unaudited condensed consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc., (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Basis of Presentation | |
The unaudited condensed consolidated financial statements included herein have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2014, the results of its operations for the three and nine month periods ended September 30, 2014 and September 30, 2013 and its cash flows for the nine month periods ended September 30, 2014 and September 30, 2013. The results of operations for the periods presented are not necessarily indicative of those that may be expected for the full year. The condensed consolidated financial statements presented herein have been prepared by management, without audit by independent auditors who do not express an opinion thereon, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The December 31, 2013 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 but does not include all disclosures required for annual periods. Certain reclassifications have been made to conform to the current period’s presentation. | |
There have been no significant changes in the Company’s significant accounting policies from those were disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | |
Marketable and Non-Marketable Securities | |
Marketable and non-marketable securities have been classified by management as available for sale in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, marketable securities are recorded at fair value and any unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders’ equity until realized. The fair value of the Company’s marketable securities and investments at September 30, 2014 and December 31, 2013 is based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value. | |
Securities determined to be non-marketable by the Company do not have readily determinable fair values. The Company estimates the fair value of these instruments using various pricing models and the information available to the Company that it deems most relevant. Among the factors considered by the Company in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of publicly traded securities with similar duration and yield, the Black-Scholes Options Valuation methodology adjusted for active market, the share price of recent round of financings by an outsider, and other considerations on a case-by-case basis and other factors generally pertinent to the valuation of financial instruments. | |
Use of Estimates | |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made in the financial statements relate to the valuation of the Company’s non-marketable investments. Actual results could differ from those estimates. | |
Income Taxes | |
The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |
Ironstone follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of Ironstone is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company has determined that there is no effect on the financial statements from this authoritative guidance. | |
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local, and foreign jurisdictions, where applicable. As of September 30, 2014, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2010 forward for Federal and from the year 2009 forward for California (with limited exceptions). | |
Stock-Based Compensation | |
Ironstone recognizes the fair value of stock options granted on a straight-line basis over the requisite service period of the option grant, which is the standard vesting term of four years. | |
The full impact of stock-based compensation in the future is dependent upon, among other things, the total number of stock options granted, the fair value of the stock options at the time of grant and the tax benefit that Ironstone may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by Ironstone’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to Ironstone’s expected stock price volatility over the term of the awards. | |
Basic and Diluted Loss per Share | |
Basic loss per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period. Diluted EPS reflects the dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect because of the net loss for the periods presented. | |
Recent Accounting Pronouncements | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-15 will have on the Company’s consolidated financial statements. | |
In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation" ("ASU 2014-12"). ASU 2014-12 is intended to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 was effective for the Company in the first quarter of fiscal 2014 and its adoption did not have an impact on the Company’s consolidated financial statements in the quarter ended September 30, 2014. |
Note_2_Fair_Value_Measurements
Note 2 - Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
2. FAIR VALUE MEASUREMENTS | |||||||||||||||||
Fair value is defined under the Financial Accounting Standards Board (“FASB”) Accounting Standards Board (“ASC”) 820, “Fair Value Measurement and Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: | |||||||||||||||||
Level 1–Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. | |||||||||||||||||
Level 2–Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||||
Level 3–Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||||||||||||||||
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
The Company’s assets and liabilities that are measured at fair value on a non-recurring basis include cash, accounts payable, accrued expenses, and interest payable given their short-term nature. Furthermore, the fair value of the Company’s notes payable are initially measured at fair value given that they are estimated based on current rates that would be available for debt of similar terms. | |||||||||||||||||
The following tables provide information about the Company’s financial instruments measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013 by the fair value hierarchy: | |||||||||||||||||
Balance as of | |||||||||||||||||
September 30, | |||||||||||||||||
Level 1 | Level 2 | Level 3 | 2014 | ||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 851,422 | $ | - | $ | - | $ | 851,422 | |||||||||
Private company preferred stock | - | 2,674,677 | 2,674,677 | ||||||||||||||
Total | $ | 851,422 | $ | - | $ | 2,674,677 | $ | 3,526,099 | |||||||||
Balance as of | |||||||||||||||||
December 31, | |||||||||||||||||
Level 1 | Level 2 | Level 3 | 2013 | ||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 957,252 | $ | - | $ | - | $ | 957,252 | |||||||||
Private company preferred stock | - | - | 2,001,919 | 2,001,919 | |||||||||||||
Total | $ | 957,252 | $ | - | $ | 2,001,919 | $ | 2,959,171 | |||||||||
The following tables presents the Company’s investments measured at fair value using significant unobservable inputs (Level 3), including the valuation technique and unobservable inputs used to measure the fair value of those financial instruments: | |||||||||||||||||
Fair Value as of | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | Valuation Technique | Unobservable Inputs | |||||||||||||||
Private company preferred stock | $ | 2,574,665 | A recent sale of stock | Third party transaction | |||||||||||||
Private company preferred stock | $ | 100,012 | A recent round of financing | Third party transaction | |||||||||||||
Fair Value as of | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | Valuation Technique | Unobservable Inputs | |||||||||||||||
Private company preferred stock | $ | 2,001,919 | A recent round of financing | Third party transaction | |||||||||||||
The following table presents additional information about Level 3 assets measured at fair value on a recurring basis. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, unrealized gains or (losses) during the period for assets and liabilities within the Level 3 category presented in the tables below may include changes in fair value during the period that were attributable to both observable and unobservable inputs. | |||||||||||||||||
Investments | |||||||||||||||||
Balance as of January 1, 2013 | $ | - | |||||||||||||||
Transfers into Level 3 | 1,000,000 | ||||||||||||||||
Unrealized gain on investments | 1,001,919 | ||||||||||||||||
Balance as of December 31, 2013 | 2,001,919 | ||||||||||||||||
Purchases of Level 3 | 100,012 | ||||||||||||||||
Unrealized gain on investments | 572,746 | ||||||||||||||||
Balance as of September 30, 2014 | $ | 2,674,677 | |||||||||||||||
Transfers of financial instruments occur when there are changes in pricing observability levels. Transfers of financial instruments among the levels occur at the beginning of the reporting period. Transfers into Level 3 for fiscal year 2013 are attributed to the lack of observable inputs available for these securities beginning January 1, 2013. |
Note_3_Investments
Note 3 - Investments | 9 Months Ended |
Sep. 30, 2014 | |
Investments Schedule [Abstract] | ' |
Investment [Text Block] | ' |
3. INVESTMENTS | |
TangoMe, Inc. | |
On March 30, 2012, the Company purchased 468,121 shares of Series A Preferred stock from related party William R. Hambrecht at $2.14 per share, resulting in a total investment of $1,000,000. For the year ended December 31, 2013, the Company recorded an unrealized gain of $1,001,919, bringing the total value of the investment in TangoMe, Inc. to $2,001,919 as of December 31, 2013. The fair value as of December 31, 2013 was based on a round of financing where similar securities were sold to related and unrelated third parties. On August 24, 2014, a TangoMe, Inc. shareholder sold shares of TangoMe, Inc. preferred stock at a price of $5.50 per share to a third party. The third party purchaser was comprised of certain related and unrelated parties of the Company. The Company determined that this transaction price is the best estimate of fair value of the 468,121 shares held by the Company as of September 30, 2014. As such, the Company recorded an unrealized gain of $572,746 for the three and nine months ended September 30, 2014, bringing the total value of the value of the investment in TangoMe, Inc. to $2,574,665 as of September 30, 2014. The use of a recent sale of TangoMe preferred shares between two parties is the primary significant unobservable input used in the fair value measurement of the Company’s investment. Significant increases (decreases) in any subsequent financing or transaction events would result in a significantly higher (lower) fair value measurement. | |
Arcimoto, Inc. | |
On June 6, 2014 the Company Purchased 37,000 shares of Series A-1 Preferred stock from Arcimoto, Inc. at approximately $2.703 per share. This purchase price of $100,012 was determined to be the best estimate of fair value as of September 30, 2014. Significant increases (decreases) in any subsequent rounds of financing would result in a significantly higher (lower) fair value measurement. | |
Salon Media Group, Inc. | |
The Company owns 1,926,857 shares of Common Stock of Salon Media Group, Inc. These shares resulted from the April 24, 2013 exchange of 843 shares of Series C Preferred Stock of Salon Media Group Inc. This investment in common shares of Salon is valued at $0.39 and $0.45 per share, or $751,474 and $867,086 at September 30, 2014 and December 31, 2013, respectively. For the three months ended September 30, 2014 and 2013, the Company recorded a related unrealized gain of $443,177 and no gain or loss for three months ended September 30, 2013. For the nine months ended September 30, 2014, the Company recorded a related unrealized loss of $115,612 and no gain or loss for nine months ended September 30, 2013. | |
Additionally, in conjunction with making the investment in Salon, the Company received warrants to purchase common stock in Salon. In 2006, the Company exercised its warrants to purchase a total of 79,970 shares of common stock of Salon. This investment in common shares of Salon is valued at $0.39 and $0.45 per share, or $31,188 and $35,987, at September 30, 2014 and December 31, 2013, respectively. For the three months ended September 30, 2014 and 2013, the Company recorded a related unrealized gain of $18,393 and no related unrealized gain or loss, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded a related unrealized loss of $4,799 and no related unrealized gain or loss, respectively. | |
FlexiInternational Software, Inc. | |
The Company owns 78,000 shares of Flexi International Software stock. The investment in common shares of FlexiInternational is valued at $0.17 and $0.16 per share, or $13,260 and $12,480 at September 30, 2014 and December 31, 2013, respectively. For the three months ended September 30, 2014 and 2013, the Company recorded a related unrealized loss of $5,460 and an unrealized gain of $1,170, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded a related unrealized gain of $780 and unrealized gain of $390, respectively. | |
Truett-Hurst, Inc. | |
The Company owns 10,000 shares of Truett-Hurst stock, which were purchased on November 20, 2013. The investment in common shares of Truett-Hurst is valued at $5.55 and $4.17 per share, or $55,500 and $41,700 at September 30, 2014 and December 31, 2013, respectively. For the three and nine months ended September 30, 2014 the Company recorded related unrealized gains of $5,500 and $13,800, respectively. |
Note_4_Related_Party_Transacti
Note 4 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
4. RELATED PARTY TRANSACTIONS | |
Mr. William R Hambrecht, Chief Executive Officer, is a minority shareholder in Salon Media Group and Truett-Hurst, Inc. | |
Ms. Elizabeth Hambrecht, the former Chief Financial Officer of the Company, is currently a member of the Board of Directors and also the interim Chief Financial Officer of Salon Media Group, Inc. Ms. Hambrecht formerly served as the President and Chief Executive officer of Salon Media Group, Inc. Ms. Hambrecht is also the daughter of the Chief Executive Officer. |
Note_5_Notes_Payable
Note 5 - Notes Payable | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Debt Disclosure [Text Block] | ' | ||||||||||||||||||||
5. NOTES PAYABLE | |||||||||||||||||||||
On March 31, 2012, the Company received $1,000,000 from a third party and issued a related promissory note. The note carries an 8% interest rate, per annum, and has a maturity date of March 31, 2017. Interest accrues on the balance and converts to separate notes payable on a quarterly basis. The total amounts due under this agreement, including the notes related to accrued interest, are due in full at the end of the term. The note is secured by all of the assets of the Company through an accompanying security agreement. If the Company defaults on the note or security agreement, interest would accrue at 10% per annum. The gross amount payable under the agreement as of September 30, 2014 and December 31, 2013 were $1,219,125 and $1,148,994, respectively. | |||||||||||||||||||||
In connection with the note agreement, the Company also issued warrants to this third party to purchase 187,296 shares of the Company’s common stock, for total consideration of $1. The warrants were separately valued using the Black-Scholes model, and it was determined the fair value of the warrants at March 31, 2012 was $56,188. This amount has been recorded as a discount on the $1,000,000 note payable to be amortized over the 5 year term of the note. The unamortized balance of the discount was $38,074 and $46,414 as of September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||
Furthermore, On December 31, 2013 the Company entered into a note payable agreement with a related party, William R. Hambrecht. This note carries a 7.75% interest rate per annum and has a maturity date of December 31, 2014. The note payable carried a principal balance of $182,000 as of September 30, 2014, and December 31, 2013 with additional accrued interest of $20,670 and $10,120 respectively. | |||||||||||||||||||||
The scheduled maturities of notes payable outstanding as of September 30, 2014 are as follows: | |||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | Total | |||||||||||||||||
Notes Payable | $ | - | $ | - | $ | - | $ | 1,219,125 | $ | 1,219,125 | |||||||||||
Notes Payable - related party | 182,000 | - | - | - | $ | 182,000 | |||||||||||||||
Total | $ | 182,000 | $ | - | $ | - | $ | 1,219,125 | $ | 1,401,125 | |||||||||||
Note_6_Line_of_Credit_Arrangem
Note 6 - Line of Credit Arrangement | 9 Months Ended |
Sep. 30, 2014 | |
Line Of Credit Arrangement [Abstract] | ' |
Line Of Credit Arrangement [Text Block] | ' |
6. LINE OF CREDIT ARRANGEMENT | |
The Company has a line of credit arrangement with First Republic Bank (the “lender”) with a borrowing limit of $350,000. Interest based upon the lender’s prime rate plus 4.5% and is payable monthly. At September 30, 2014 and December 31, 2013, interest was being paid at a rate of 7.75%. The line is guaranteed by both William R. Hambrecht, Director and Chief Executive Officer, and Robert H. Hambrecht, Director. Furthermore, the line of credit is due on demand and is secured by all of the Company’s business assets. At September 30, 2014 and December 31, 2013, the outstanding balance under the line was $350,000, respectively. The total recorded interest expense on this note for the three months ended September 30, 2014 and September 30, 2013 was $6,837, respectively. The total recorded interest expense on this note for the nine months ended September 30, 2014 and September 30, 2013 was $20,362, respectively. The line of credit is renewable on a yearly basis, but matured on September 11, 2014 and is currently being renegotiated. |
Note_7_Shareholders_Equity
Note 7 - Shareholders' Equity | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||||
7. STOCKHOLDERS’ EQUITY | |||||||||||||||||
Common Stock | |||||||||||||||||
On January 2, 2014, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with new investors and existing investors (each, a “Share Purchaser” and, collectively, the “Share Purchasers”), pursuant to which, the Company issued and sold to such Share Purchasers 131,429 shares of the Company’s Common Stock, representing approximately 7% of Ironstone’s outstanding equity securities on the date of purchase, for an aggregate purchase price of $230,000. | |||||||||||||||||
On May 1, 2014, a third party exercised warrants for 187,296 shares of the Company’s Common Stock. As of September 30, 2014, the Company issued 187,296 shares from the warrant exercise to the third party. | |||||||||||||||||
Treasury Stock | |||||||||||||||||
On September 15, 2003, the Board of Directors authorized the Company to purchase 745,536 shares of Company common stock at $0.70 per share for an aggregate purchase price of $521,875. The repurchase represented 50.11% of the issued and outstanding shares of the Company. During the year ended December 31, 2008, the Company paid $699 for fractional Treasury shares. As of September 30, 2014 the treasury shares are held by the Company. | |||||||||||||||||
Preferred Stock | |||||||||||||||||
The Company is authorized to issue up to five million shares of preferred stock without further shareholder approval; the rights, preferences and privileges of which would be determined at the time of issuance. No shares have been issued as of September 30, 2014 and December 31, 2013. | |||||||||||||||||
Stock Option Plans | |||||||||||||||||
The Company has adopted a 2013 Equity Incentive Plan. As of January 30, 2013, 187,296 shares were available for grant under the Plan. The plan provides for incentive stock options to be granted at times and prices determined by the Company’s Board of Directors. The stock options are to be granted to directors, officers and employees of the Company, as well as certain consultants and other persons providing services to the Company. | |||||||||||||||||
70,000 stock options were granted on January 30, 2013. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with following price and assumptions: Stock Price $.20, Exercise Price $.20, Time to Maturity 6.33 years, Risk-free Interest Rate 4%, Annualized Volatility 121%. | |||||||||||||||||
An additional 100,000 stock options were granted on August 20, 2013. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with following price and assumptions: Stock Price $1.20, Exercise Price $1.20, Time to Maturity 4.0 years, Risk-free Interest Rate 1.1%, Annualized Volatility 93%. | |||||||||||||||||
For the three months ended September 30, 2014 and 2013, the Company recorded share based compensation expense related to stock options in the amount of $6,471 and $774, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded share based compensation expense related to stock options in the amount of $21,533 and $4,644, respectively. | |||||||||||||||||
As of September 30, 2014 and December 31, 2013, Ironstone had an aggregate of $70,597 and $80,765 of stock-based compensation remaining to be amortized to expense over the remaining requisite service period of the underlying options, respectively. As of September 30, 2014, Ironstone expects this stock-based compensation balance to be amortized as follows: $6,471 during fiscal year 2014; $25,884 during fiscal year 2015; $25,884 during fiscal year 2016 and $12,358 during fiscal year 2017. | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Basic loss per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period. Diluted EPS reflects the dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect because of the net loss for the periods presented. Although there were common stock equivalents outstanding, as of September 30, 2014 and 2013 they were not included in the calculation of EPS because their inclusion would have an anti-dilutive effect. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (61,979 | ) | $ | (47,913 | ) | $ | (195,925 | ) | $ | (140,954 | ) | |||||
Denominator: | |||||||||||||||||
Weighted average common shares outstanding | 2,191,689 | 2,618,500 | 2,189,282 | 2,618,500 | |||||||||||||
Dilutive effect of employee stock options | -- | -- | -- | -- | |||||||||||||
Weighted average common shares outstanding, assuming dilution | 2,191,689 | 2,618,500 | 2,189,282 | 2,618,500 | |||||||||||||
Net loss per share: | |||||||||||||||||
Basic | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.05 | ) | |||||
Diluted | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.05 | ) | |||||
Note_8_Managements_Plan
Note 8 - Management's Plan | 9 Months Ended |
Sep. 30, 2014 | |
Loss Contingency [Abstract] | ' |
Contingencies Disclosure [Text Block] | ' |
8. MANAGEMENT’S PLANS | |
As reflected in the accompanying financial statements, the Company has net losses and has a negative cash flow from operations. If necessary, the Company may seek to sell additional debt or equity securities, or enter into new credit facilities. The Company cannot make assurances that it will be able to complete any financing or liquidity transaction, that such financing or liquidity transaction will be adequate for the Company’s needs, or that a financing or liquidity transaction will be completed in a timely manner. Furthermore, the Company may seek to sell its marketable securities to meet its operating needs. However, the fair value of these marketable securities fluctuates and may not be adequate for the Company’s needs. Management also believes it will be able to renew its line of credit with the lender with similar terms to the recently expired line of credit. If the line of credit is not renewed, management may liquidate securities to satisfy its obligations. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Business Description and Basis of Presentation [Text Block] | ' |
Business Activities | |
Ironstone Group, Inc. and subsidiaries have no operations but are seeking appropriate business combination opportunities. Ironstone Group, Inc., (“Ironstone” or the “Company”) is a Delaware corporation that was incorporated in 1972. | |
Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation | |
The accompanying unaudited condensed consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc., (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of Presentation | |
The unaudited condensed consolidated financial statements included herein have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2014, the results of its operations for the three and nine month periods ended September 30, 2014 and September 30, 2013 and its cash flows for the nine month periods ended September 30, 2014 and September 30, 2013. The results of operations for the periods presented are not necessarily indicative of those that may be expected for the full year. The condensed consolidated financial statements presented herein have been prepared by management, without audit by independent auditors who do not express an opinion thereon, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The December 31, 2013 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 but does not include all disclosures required for annual periods. Certain reclassifications have been made to conform to the current period’s presentation. | |
There have been no significant changes in the Company’s significant accounting policies from those were disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | |
Marketable Securities, Policy [Policy Text Block] | ' |
Marketable and Non-Marketable Securities | |
Marketable and non-marketable securities have been classified by management as available for sale in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, marketable securities are recorded at fair value and any unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders’ equity until realized. The fair value of the Company’s marketable securities and investments at September 30, 2014 and December 31, 2013 is based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value. | |
Securities determined to be non-marketable by the Company do not have readily determinable fair values. The Company estimates the fair value of these instruments using various pricing models and the information available to the Company that it deems most relevant. Among the factors considered by the Company in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of publicly traded securities with similar duration and yield, the Black-Scholes Options Valuation methodology adjusted for active market, the share price of recent round of financings by an outsider, and other considerations on a case-by-case basis and other factors generally pertinent to the valuation of financial instruments. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made in the financial statements relate to the valuation of the Company’s non-marketable investments. Actual results could differ from those estimates. | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes | |
The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |
Ironstone follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of Ironstone is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company has determined that there is no effect on the financial statements from this authoritative guidance. | |
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local, and foreign jurisdictions, where applicable. As of September 30, 2014, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2010 forward for Federal and from the year 2009 forward for California (with limited exceptions). | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation | |
Ironstone recognizes the fair value of stock options granted on a straight-line basis over the requisite service period of the option grant, which is the standard vesting term of four years. | |
The full impact of stock-based compensation in the future is dependent upon, among other things, the total number of stock options granted, the fair value of the stock options at the time of grant and the tax benefit that Ironstone may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by Ironstone’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to Ironstone’s expected stock price volatility over the term of the awards. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Basic and Diluted Loss per Share | |
Basic loss per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period. Diluted EPS reflects the dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect because of the net loss for the periods presented. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-15 will have on the Company’s consolidated financial statements. | |
In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation" ("ASU 2014-12"). ASU 2014-12 is intended to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements. | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 was effective for the Company in the first quarter of fiscal 2014 and its adoption did not have an impact on the Company’s consolidated financial statements in the quarter ended September 30, 2014. |
Note_2_Fair_Value_Measurements1
Note 2 - Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Note 2 - Fair Value Measurements (Tables) [Line Items] | ' | ||||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Balance as of | |||||||||||||||||
September 30, | |||||||||||||||||
Level 1 | Level 2 | Level 3 | 2014 | ||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 851,422 | $ | - | $ | - | $ | 851,422 | |||||||||
Private company preferred stock | - | 2,674,677 | 2,674,677 | ||||||||||||||
Total | $ | 851,422 | $ | - | $ | 2,674,677 | $ | 3,526,099 | |||||||||
Balance as of | |||||||||||||||||
December 31, | |||||||||||||||||
Level 1 | Level 2 | Level 3 | 2013 | ||||||||||||||
Investments: | |||||||||||||||||
Publicly traded common stock | $ | 957,252 | $ | - | $ | - | $ | 957,252 | |||||||||
Private company preferred stock | - | - | 2,001,919 | 2,001,919 | |||||||||||||
Total | $ | 957,252 | $ | - | $ | 2,001,919 | $ | 2,959,171 | |||||||||
Fair Value Assets Measured on Recurring Basis Transfers In/Out [Table Text Block] | ' | ||||||||||||||||
Investments | |||||||||||||||||
Balance as of January 1, 2013 | $ | - | |||||||||||||||
Transfers into Level 3 | 1,000,000 | ||||||||||||||||
Unrealized gain on investments | 1,001,919 | ||||||||||||||||
Balance as of December 31, 2013 | 2,001,919 | ||||||||||||||||
Purchases of Level 3 | 100,012 | ||||||||||||||||
Unrealized gain on investments | 572,746 | ||||||||||||||||
Balance as of September 30, 2014 | $ | 2,674,677 | |||||||||||||||
Fair Value, Inputs, Level 3 [Member] | ' | ||||||||||||||||
Note 2 - Fair Value Measurements (Tables) [Line Items] | ' | ||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | ' | ||||||||||||||||
Fair Value as of | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | Valuation Technique | Unobservable Inputs | |||||||||||||||
Private company preferred stock | $ | 2,574,665 | A recent sale of stock | Third party transaction | |||||||||||||
Private company preferred stock | $ | 100,012 | A recent round of financing | Third party transaction | |||||||||||||
Fair Value as of | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | Valuation Technique | Unobservable Inputs | |||||||||||||||
Private company preferred stock | $ | 2,001,919 | A recent round of financing | Third party transaction |
Note_5_Notes_Payable_Tables
Note 5 - Notes Payable (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | Total | |||||||||||||||||
Notes Payable | $ | - | $ | - | $ | - | $ | 1,219,125 | $ | 1,219,125 | |||||||||||
Notes Payable - related party | 182,000 | - | - | - | $ | 182,000 | |||||||||||||||
Total | $ | 182,000 | $ | - | $ | - | $ | 1,219,125 | $ | 1,401,125 |
Note_7_Shareholders_Equity_Tab
Note 7 - Shareholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (61,979 | ) | $ | (47,913 | ) | $ | (195,925 | ) | $ | (140,954 | ) | |||||
Denominator: | |||||||||||||||||
Weighted average common shares outstanding | 2,191,689 | 2,618,500 | 2,189,282 | 2,618,500 | |||||||||||||
Dilutive effect of employee stock options | -- | -- | -- | -- | |||||||||||||
Weighted average common shares outstanding, assuming dilution | 2,191,689 | 2,618,500 | 2,189,282 | 2,618,500 | |||||||||||||
Net loss per share: | |||||||||||||||||
Basic | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.05 | ) | |||||
Diluted | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.09 | ) | $ | (0.05 | ) |
Note_1_Business_and_Summary_of1
Note 1 - Business and Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '4 years |
Open Tax Year | '2014 |
Note_2_Fair_Value_Measurements2
Note 2 - Fair Value Measurements (Details) - Fair Value Hierarchy (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
Investments: | ' | ' | |
Private company preferred stock | $2,674,677 | $2,001,919 | [1] |
Total | 3,526,099 | 2,959,171 | |
Marketable Securities Including Related Party [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | |
Investments: | ' | ' | |
Publicly traded common stock | 851,422 | 957,252 | |
Marketable Securities Including Related Party [Member] | ' | ' | |
Investments: | ' | ' | |
Publicly traded common stock | 851,422 | 957,252 | |
Non-Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | |
Investments: | ' | ' | |
Private company preferred stock | 2,674,677 | 2,001,919 | |
Non-Marketable Securities [Member] | ' | ' | |
Investments: | ' | ' | |
Private company preferred stock | 2,674,677 | 2,001,919 | |
Fair Value, Inputs, Level 1 [Member] | ' | ' | |
Investments: | ' | ' | |
Total | 851,422 | 957,252 | |
Fair Value, Inputs, Level 3 [Member] | ' | ' | |
Investments: | ' | ' | |
Private company preferred stock | 2,674,677 | 2,001,919 | |
Total | $2,674,677 | $2,001,919 | |
[1] | Derived from the Company's audited consolidated financial statements |
Note_2_Fair_Value_Measurements3
Note 2 - Fair Value Measurements (Details) - Investment Fair Value Using Significant Unobservable Inputs (Level 3) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Private company preferred stock | $2,674,677 | $2,001,919 | [1] |
Recent Sale of Stock [Member] | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Private company preferred stock | 2,574,665 | ' | |
Recent Round of Financing [Member] | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Private company preferred stock | $100,012 | $2,001,919 | |
[1] | Derived from the Company's audited consolidated financial statements |
Note_2_Fair_Value_Measurements4
Note 2 - Fair Value Measurements (Details) - Transfers In/Out of Level 3 Assets Measured on Recurring Basis (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | ||
Note 2 - Fair Value Measurements (Details) - Transfers In/Out of Level 3 Assets Measured on Recurring Basis [Line Items] | ' | ' | |
Balance as of | $2,674,677 | $2,001,919 | [1] |
Unrealized gain on investments | 466,915 | ' | |
Fair Value, Inputs, Level 3 [Member] | ' | ' | |
Note 2 - Fair Value Measurements (Details) - Transfers In/Out of Level 3 Assets Measured on Recurring Basis [Line Items] | ' | ' | |
Balance as of | 2,674,677 | 2,001,919 | |
Transfers into Level 3 | ' | 1,000,000 | |
Purchases of Level 3 | 100,012 | ' | |
Unrealized gain on investments | $572,746 | $1,001,919 | |
[1] | Derived from the Company's audited consolidated financial statements |
Note_3_Investments_Details
Note 3 - Investments (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | Jul. 27, 2014 | Dec. 31, 2013 | Aug. 20, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 20, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jan. 01, 2006 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 30, 2012 | Jun. 06, 2014 | Jun. 06, 2014 | Apr. 24, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | ||
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock Purchase Under Warrants [Member] | Common Stock Purchase Under Warrants [Member] | Common Stock Purchase Under Warrants [Member] | Common Stock Purchase Under Warrants [Member] | Common Stock Purchase Under Warrants [Member] | Common Stock Purchase Under Warrants [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock Purchase Under Warrants [Member] | Tango Me Inc [Member] | Tango Me Inc [Member] | ||||||
Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Flexi [Member] | Flexi [Member] | Flexi [Member] | Flexi [Member] | Flexi [Member] | Truett-Hurst, Inc [Member] | Truett-Hurst, Inc [Member] | Truett-Hurst, Inc [Member] | Truett-Hurst, Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Arcimoto ,Inc [Member] | Arcimoto ,Inc [Member] | Salon Media Group Inc [Member] | Salon Media Group Inc [Member] | ||||||||
Tango Me Inc [Member] | Tango Me Inc [Member] | Tango Me Inc [Member] | ||||||||||||||||||||||||||||||||
Note 3 - Investments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Investment Owned, Balance, Shares (in Shares) | ' | ' | ' | ' | 1,926,857 | ' | 1,926,857 | ' | ' | 78,000 | ' | 78,000 | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | 79,970 | ' | 468,121 | 468,121 | ' | 37,000 | 843 | ' | ' | ' | |
Share Price (in Dollars per share) | ' | $5.50 | ' | $1.20 | $0.39 | ' | $0.39 | ' | $0.45 | $0.17 | ' | $0.17 | ' | $0.16 | $5.55 | $5.55 | $4.17 | ' | $0.39 | ' | $0.39 | ' | ' | ' | ' | ' | $2.14 | ' | ' | ' | $0.45 | ' | ' | |
Investment Owned, at Cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | |
Unrealized Gain (Loss) on Investments | 466,915 | ' | ' | ' | 443,177 | 0 | -115,612 | 0 | ' | -5,460 | 1,170 | 390 | 780 | ' | 5,500 | 13,800 | ' | ' | 18,393 | 0 | -4,799 | 0 | ' | ' | 1,001,919 | ' | ' | ' | ' | ' | ' | 572,746 | 572,746 | |
Investment Owned, at Fair Value | $2,674,677 | ' | $2,001,919 | [1] | ' | $751,474 | ' | $751,474 | ' | $867,086 | $13,260 | ' | $13,260 | ' | $12,480 | $55,500 | $55,500 | $41,700 | ' | $31,188 | ' | $31,188 | ' | $35,987 | ' | $2,001,919 | ' | ' | ' | $100,012 | ' | ' | $2,574,665 | $2,574,665 |
Investment Purchased, Price per Share (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.70 | ' | ' | ' | ' | ' | |
[1] | Derived from the Company's audited consolidated financial statements |
Note_5_Notes_Payable_Details
Note 5 - Notes Payable (Details) (USD $) | 1 Months Ended | ||||
Mar. 31, 2012 | Sep. 30, 2014 | 1-May-14 | Dec. 31, 2013 | ||
Note 5 - Notes Payable (Details) [Line Items] | ' | ' | ' | ' | |
Proceeds from Notes Payable | $1,000,000 | ' | ' | ' | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | ' | ' | |
Notes Payable | ' | 1,181,051 | ' | 1,102,580 | [1] |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | 187,296 | ' | |
Warrants and Rights Outstanding | 56,188 | ' | ' | ' | |
Debt Instrument, Face Amount | 1,000,000 | ' | ' | ' | |
Amortization Period | '5 years | ' | ' | ' | |
Debt Instrument, Unamortized Discount | ' | 38,074 | ' | 46,414 | |
William R. Hambrecht [Member] | ' | ' | ' | ' | |
Note 5 - Notes Payable (Details) [Line Items] | ' | ' | ' | ' | |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 7.75% | |
Notes Payable | ' | 182,000 | ' | ' | |
Interest Payable | ' | 20,670 | ' | 10,120 | |
Default Rate [Member] | ' | ' | ' | ' | |
Note 5 - Notes Payable (Details) [Line Items] | ' | ' | ' | ' | |
Debt Default Interest Accrual | 10.00% | ' | ' | ' | |
Security Agreement [Member] | ' | ' | ' | ' | |
Note 5 - Notes Payable (Details) [Line Items] | ' | ' | ' | ' | |
Notes Payable | ' | $1,219,125 | ' | $1,148,994 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 187,296 | ' | ' | ' | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $1 | ' | ' | ' | |
[1] | Derived from the Company's audited consolidated financial statements |
Note_5_Notes_Payable_Details_S
Note 5 - Notes Payable (Details) - Scheduled Maturities of Notes Payable Outstanding (USD $) | Sep. 30, 2014 |
Note 5 - Notes Payable (Details) - Scheduled Maturities of Notes Payable Outstanding [Line Items] | ' |
Notes Payable Year One | $182,000 |
Notes Payable Year Four | 1,219,125 |
Notes Payable Total | 1,401,125 |
William R. Hambrecht [Member] | ' |
Note 5 - Notes Payable (Details) - Scheduled Maturities of Notes Payable Outstanding [Line Items] | ' |
Notes Payable Year One | 182,000 |
Notes Payable Total | 182,000 |
Excluding Related Parties [Member] | ' |
Note 5 - Notes Payable (Details) - Scheduled Maturities of Notes Payable Outstanding [Line Items] | ' |
Notes Payable Year Four | 1,219,125 |
Notes Payable Total | $1,219,125 |
Note_6_Line_of_Credit_Arrangem1
Note 6 - Line of Credit Arrangement (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2012 | ||
Note 6 - Line of Credit Arrangement (Details) [Line Items] | ' | ' | ' | ' | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | $350,000 | ' | $350,000 | ' | ' | ' | |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 8.00% | |
Long-term Line of Credit | 350,000 | ' | 350,000 | ' | 350,000 | [1] | ' |
Line of Credit Facility, Periodic Payment, Interest | $6,837 | $6,837 | $20,362 | $20,362 | ' | ' | |
Line of Credit [Member] | ' | ' | ' | ' | ' | ' | |
Note 6 - Line of Credit Arrangement (Details) [Line Items] | ' | ' | ' | ' | ' | ' | |
Debt Instrument, Interest Rate, Stated Percentage | 7.75% | ' | 7.75% | ' | 7.75% | ' | |
Prime Rate [Member] | ' | ' | ' | ' | ' | ' | |
Note 6 - Line of Credit Arrangement (Details) [Line Items] | ' | ' | ' | ' | ' | ' | |
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ' | 4.50% | ' | ' | ' | |
[1] | Derived from the Company's audited consolidated financial statements |
Note_7_Shareholders_Equity_Det
Note 7 - Shareholders' Equity (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Jan. 02, 2014 | Aug. 20, 2013 | Jan. 30, 2013 | Sep. 15, 2003 | Sep. 30, 2014 | Jul. 27, 2014 | 1-May-14 | Jan. 02, 2014 | Dec. 31, 2013 | Aug. 20, 2013 | Sep. 15, 2003 | Dec. 31, 2008 | Jan. 30, 2013 | Jan. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||
Fractional Treasury [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | |||||||||||||
2013 Equity Incentive Plan [Member] | 2013 Equity Incentive Plan [Member] | ||||||||||||||||||
Note 7 - Shareholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock Issued During Period, Shares, New Issues (in Shares) | 131,429 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Percent Ownership of Common Stock Outstanding | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Proceeds from Issuance of Common Stock | $230,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | ' | ' | ' | 187,296 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Treasury Stock, Shares, Acquired (in Shares) | ' | ' | ' | 745,536 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | ' | ' | ' | ' | $0.01 | ' | ' | ' | $0.01 | [1] | ' | $0.70 | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock, Value | ' | ' | ' | ' | 522,574 | ' | ' | ' | 522,574 | [1] | ' | 521,875 | ' | ' | ' | ' | ' | ' | ' |
Percentage of Common Stock Repurchased | ' | ' | ' | 50.11% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Treasury Stock, Value, Acquired, Cost Method | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 699 | ' | ' | ' | ' | ' | ' | |
Preferred Stock, Shares Authorized (in Shares) | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | 5,000,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued (in Shares) | ' | ' | ' | ' | 0 | ' | ' | ' | 0 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | ' | ' | 187,296 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | ' | 100,000 | 70,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 120 days | ' | ' | ' | ' | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | 1.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | 93.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 121.00% | ' | ' | ' | ' | |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | $5.50 | ' | ' | ' | $1.20 | ' | ' | ' | ' | ' | ' | ' | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.20 | ' | ' | ' | ' | ' | ' | ' | ' | |
Allocated Share-based Compensation Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,471 | 774 | ' | ' | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,533 | 4,644 | |
Finite-Lived Intangible Assets, Accumulated Amortization | ' | ' | ' | ' | 70,597 | ' | ' | ' | 80,765 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | ' | ' | ' | ' | 6,471 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | ' | ' | ' | ' | 25,884 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | ' | ' | ' | ' | 25,884 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | ' | ' | ' | ' | $12,358 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Derived from the Company's audited consolidated financial statements |
Note_7_Shareholders_Equity_Det1
Note 7 - Shareholders' Equity (Details) - Earnings Per Share (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Numerator: | ' | ' | ' | ' |
Net loss | ($61,979) | ($47,913) | ($195,925) | ($140,954) |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding | 2,191,689 | 2,618,500 | 2,189,282 | 2,618,500 |
Weighted average common shares outstanding, assuming dilution | 2,191,689 | 2,618,500 | 2,189,282 | 2,618,500 |
Net loss per share: | ' | ' | ' | ' |
Basic | ($0.03) | ($0.02) | ($0.09) | ($0.05) |
Diluted | ($0.03) | ($0.02) | ($0.09) | ($0.05) |